Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). (ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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. (vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (Legacy Reserves Inc.), Credit Agreement (Legacy Reserves Lp)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through 2.07 (dother than Section 2.07(e)) or Section 8.13(c), if the total Revolving Credit Exposures exceeds exceed the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty eighty (120180) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occursoccurs in five equal installments with the first such installment due within thirty (30) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs and each successive installment every 30 days after the prior installment; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e9.12(d), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), collateral on the date of the relevant sale such termination, creation of offsetting positions or other it receives cash proceeds as a result of such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (APEG Energy II, LP), Credit Agreement (Us Energy Corp)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty sixty (12060) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.13, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (Plains Resources Inc), Credit Agreement (Plains Exploration & Production Co L P)
Mandatory Prepayments. (i) If, on any date and for any reason, the Outstanding Amount of L/C Obligations exceeds the L/C Sublimit, the Borrowers will immediately (and in any event within three Business Days thereof) Cash Collateralize the Outstanding Amount of such L/C Obligations in an amount equal to such excess.
(ii) If, on any date the Total Revolving Credit Outstandings, less the amount of L/C Obligations Cash Collateralized, exceeds the Aggregate Revolving Credit Commitments then in effect, including after giving effect to any termination or reduction of the Aggregate Maximum Revolving Credit Amounts Commitments pursuant to Section 2.06(b)2.07, the total Borrowers will immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Credit Exposures exceeds the total CommitmentsLoans, then the Borrower shall (A) prepay the Swing Line Loans and L/C Borrowings on the date of such termination or reduction in by an aggregate principal amount equal to the applicable excess. Any such excessprepayment will be applied, first, to any L/C Borrowings, second, to prepay any outstanding Swing Line Loans and (B) if third, to prepay any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total outstanding Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination DateLoans.
(iii) Upon If, following any adjustments to reduction of the Borrowing Base Aggregate Revolving Credit Commitments pursuant to Section 2.07(e2.07, the aggregate Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit (including as reduced by such reduction), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed Borrowers will prepay on the Borrowing Base as adjusted, then reduction date the Borrower shall (A) prepay the Borrowings in Outstanding Amount of Swing Line Loans by an aggregate principal amount equal to the amount by which such excess, and (B) if any excess remains after prepaying all of Outstanding Amount exceeds the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination DateSwing Line Sublimit.
(iv) Notwithstanding anything to the contrary hereinIf, if the Borrower or following any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all reduction of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made Aggregate Revolving Credit Commitments pursuant to this Section 3.04(c)(iii) must be made on or prior to 2.07, the Termination DateL/C Obligations would exceed the L/C Sublimit (including as reduced by such reduction), the Borrowers will Cash Collateralize such L/C Obligations.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (Ch2m Hill Companies LTD), Credit Agreement (Ch2m Hill Companies LTD)
Mandatory Prepayments. (ia) IfIf (x) any Group Member shall issue or incur any unsecured Indebtedness (other than Indebtedness which is convertible into Capital Stock that is not Disqualified Capital Stock) in one or more Rule 144A or public offerings and (y) after giving pro forma effect to such issuance or incurrence, the Debt-to-Total Capitalization Ratio of Essent exceeds 0.20 to 1.00, an amount equal to 100% of the Net Cash Proceeds of such issuance or incurrence shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Sections 2.9(c); provided, that the aggregate amount of prepayments required pursuant to this Section 2.9(a) with respect to any single issuance or incurrence shall be limited to the amount that would cause the Debt-to-Total Capitalization Ratio of Essent, after giving pro forma effect to both the relevant issuance or incurrence and the corresponding mandatory prepayment, to be equal to 0.20 to 1.00. Mandatory prepayments of the Term Loans may not be reborrowed.
(b) If for any reason the sum of the Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then in effect (including after giving effect to any termination or reduction of in the Aggregate Maximum Credit Amounts Total Revolving Commitments pursuant to Section 2.06(b2.7), the total Borrowers shall prepay Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction Loans in an aggregate principal amount equal to such excess, and excess within two (B2) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j)Business Days thereafter.
(iic) Upon The application of any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower 2.9 shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be appliedmade, first, ratably to any ABR Borrowings then outstanding, Loans and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Loans. Each prepayment of Borrowings pursuant to the Loans under this Section 3.04(c) shall be applied ratably to the Loans included 2.9 (except in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(ccase of Revolving Loans that are ABR Loans) shall be accompanied by accrued interest to the extent required by Section 3.02date of such prepayment on the amount prepaid.
Appears in 2 contracts
Sources: Credit Agreement (Essent Group Ltd.), Credit Agreement (Essent Group Ltd.)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d2.07(b) or Section 8.13(c(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing BaseBase minus the aggregate principal amount of Permitted Senior Notes, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess within one hundred twenty collateral in six equal monthly installments, the first of which shall be due thirty (12030) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.11, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjustedadjusted minus the aggregate principal amount of Permitted Senior Notes, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) collateral on the date it or any Subsidiary receives notice from the Administrative Agent as provided in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f)9.11, on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other dispositionas applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to If at any time after the contrary hereinEffective Date, if (A) new Permitted Senior Notes are issued or sold by the Borrower and (B) as a result of such issuance or any sale, the aggregate amount of its Subsidiaries sells any Property when a Permitted Senior Notes then outstanding and the Revolving Credit Exposures exceed the then effective Borrowing Base Deficiency or Event of Default existsBase, then the Borrower shall (A) prepay the Borrowings and/or pay to the Administrative Agent on behalf of the Lenders cash collateral for the Letters of Credit as provided in an section 2.08(j), such that after giving effect to such prepayment, the Revolving Credit Exposures are equal to or less than the then effective Borrowing Base minus the aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j)Permitted Senior Notes then outstanding. The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Dateissuance of new Permitted Senior Notes.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (Cabot Oil & Gas Corp), Credit Agreement (Cabot Oil & Gas Corp)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts Commitments pursuant to Section 2.06(b2.07(b), the total Revolving Credit Exposures exceeds the total Aggregate Commitments, then the Borrower shall (A) prepay the Borrowings Revolving Loans and Swingline Loans (if any) on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings Revolving Loans and Swingline Loans (if any) as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, outstanding and second, to any Eurodollar Term Benchmark Borrowings then outstanding, and if more than one Eurodollar Term Benchmark Borrowing is then outstanding, to each such Eurodollar Term Benchmark Borrowing in order of priority beginning with the Eurodollar Term Benchmark Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Term Benchmark Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(viiii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.023.02 and any break funding payments required by Section 5.02.
Appears in 2 contracts
Sources: Credit Agreement (Coterra Energy Inc.), Credit Agreement (Coterra Energy Inc.)
Mandatory Prepayments. (i) If, after giving effect to (A) any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b)2.03(b) or (B) any termination or reduction of the Aggregate Elected Commitment Amount, the total Revolving Credit Exposures outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the total CommitmentsAggregate Maximum Credit Amounts or the Aggregate Elected Commitment Amount, then the Borrower shall (A1) prepay the Borrowings Loans on the date of such termination or reduction in an aggregate principal amount equal to such the excess, and (B2) if any excess remains after prepaying all of the Borrowings Loans, pay to the Administrative Agent on behalf of the Lenders an amount equal to the excess to be held as a result of an LC Exposure, cash collateralize such excess collateral as provided in Section 2.08(j2.10(b).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a2.08 (other than Section 2.08(e) through and (d) or Section 8.13(cf)), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Basea Deficiency exists, then the Borrower shall shall, within thirty (30) days of the effective date of such new Borrowing Base, elect to: (A) prepay the Borrowings Loans in an aggregate principal amount equal to such excessDeficiency, and (B) if pay such Deficiency in five (5) equal installments, the first such installment being due and payable by the first Business Day after such election has been made and the remaining installments due monthly thereafter until such Deficiency is paid in full, (C) provide and pledge as Mortgaged Properties additional Oil and Gas Properties acceptable to the Administrative Agent and the Lenders in their sole discretion (together with the status of title information with respect thereto) to increase the Borrowing Base by an amount at least equal to such Deficiency, or (D) effect any excess remains after prepaying all combination of the Borrowings as a result of an LC Exposureforegoing clauses (A), cash collateralize (B) and (C) in amounts necessary to eliminate such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occursDeficiency; provided that all payments required to be made pursuant to this Section 3.04(c)(ii2.07(b)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments adjustment to the amount of the Borrowing Base pursuant to in accordance with Section 2.07(e2.08(e) or (f), Section 2.07(f), Section 9.12(d) 8.08 or Section 9.12(e)9.13, if the total Revolving Credit Exposures exceed the Borrowing Base as adjusteda Deficiency exists, then the Borrower shall shall: (A) prepay the Borrowings Loans in an aggregate principal amount equal to such excessDeficiency, and (B) if any excess a Deficiency remains after prepaying all of the Borrowings Loans as a result of an LC Exposure, provide to the Administrative Agent on behalf of the Lenders an amount equal to such Deficiency to be held as cash collateralize such excess collateral as provided in Section 2.08(j2.10(b). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize collateral upon the effectuation of such excess (A) termination or sale in the case of an adjustment pursuant to accordance with Section 2.07(e) or Section 2.07(f2.08(e), on the date the adjustment occurs removal of Oil and (B) Gas Properties in the case accordance with Section 8.08 or of an adjustment to the Borrowing Base pursuant to such sale made in accordance with Section 9.12(d) or Section 9.12(e)9.13; as applicable, on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii2.07(b)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Black Stone Minerals, L.P.)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.08(j).
(ii) Upon If, other than upon any redetermination of or adjustment to the amount of Borrowing Base pursuant to Section 2.07(e), a Borrowing Base Deficiency exists, then the Borrower shall take such actions as required by Section 2.07(f) to cure such Borrowing Base Deficiency, including making any prepayment required by such section.
(iii) If, upon any adjustments to the Borrowing Base in accordance with pursuant to Section 2.07(a) through (d) or Section 8.13(c2.07(e), if the total Revolving Credit Exposures exceeds the redetermined or adjusted a Borrowing BaseBase Deficiency exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excessBorrowing Base Deficiency, and (B) if any excess Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess Borrowing Base Deficiency to be held as Cash Collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later deposit of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or Cash Collateral on the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on it or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings Subsidiary receives cash proceeds as a result of an LC Exposuresuch Asset Disposition or Swap Termination, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other dispositionmay be; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (Lonestar Resources US Inc.), Credit Agreement (Lonestar Resources US Inc.)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall either:
(A) prepay the Borrowings on the schedule set forth below in an aggregate principal amount equal to such excess, excess and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize after prepaying all of the Borrowings, Cash Collateralize such excess as provided in Section 2.08(j2.08(i);
(B) pledge additional collateral not included in the most recent Reserve Report to the Administrative Agent having a fair market value (as determined by the Administrative Agent, in its sole discretion) equal to at least the amount of the deficiency or otherwise satisfactory to the Administrative Agent such that the total Revolving Credit Exposures are less than or equal to the Borrowing Base as redetermined or adjusted;
(C) perform other forms of credit enhancement acceptable to all Lenders; or
(D) take any combination of the actions outlined in Section 3.04(c)(i). The Borrower shall be obligated to make such any prepayment and/or cash collateralize pursuant to Section 3.04(c)(i)(A) as follows: (i) twenty percent (20%) of such excess shall be paid within one hundred twenty forty-five (12045) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d2.07(e) or the date the adjustment occurs; (ii) forty percent (40%) of such excess shall be paid within sixty (60) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(e) or the date the adjustment occurs; (iii) sixty percent (60%) of such excess shall be paid within ninety (90) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(e) or the date the adjustment occurs; (iv) eighty percent (80%) of such excess shall be paid within one hundred and twenty (120) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(e) or the date the adjustment occurs; (v) and one-hundred percent (100%) of such excess shall be paid within one hundred and fifty (150) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(e) or the date the adjustment occurs, provided that all payments required to be made pursuant to this Section 3.04(c)(ii3.04(c)(i) must be made on or prior to the Termination Date.
(iiiii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.11, if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize Cash Collateralize such excess as provided in Section 2.08(j2.08(i). The Borrower shall be obligated to make such prepayment and/or cash collateralize Cash Collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case it or any Subsidiary receives proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(ii) must be made on or prior to the Termination Date.
(iviii) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when If a Borrowing Base Deficiency exists, or during the period an Event of Default existsremains uncured and has not been waived, then the Borrower shall pay any Borrowings with (Aa) prepay the Borrowings in an aggregate principal amount equal to the all net cash proceeds received from such sale, sales and other dispositions of Properties and (Bb) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made received pursuant to the termination of any Hedging Agreement. In the case of a Borrowing Base Deficiency, this Section 3.04(c)(iiiclause (iii) must be made on or prior to shall only require prepayments of Borrowings until the Termination DateBorrowing Base Deficiency has been cured.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans of each Lender included in the prepaid Borrowings. Prepayments Prepayment pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (Synergy Resources Corp), Credit Agreement (Synergy Resources Corp)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date[Reserved].
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date[Reserved].
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date[Reserved].
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.023.02 and any break funding payments required by Section 5.02.
Appears in 2 contracts
Sources: Credit Agreement (Cabot Oil & Gas Corp), Credit Agreement (Cabot Oil & Gas Corp)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d2.07(b) or Section 8.13(c)) at any time, if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty sixty (12060) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) 9.12 or Section 9.12(e)9.19, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) such disposition or Section 9.12(e), on the date such incurrence of the relevant sale or other dispositionDebt; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
(vi) If, at any time, after the receipt by the Borrower or any Subsidiary of net cash proceeds from any disposition of property which disposition would require (whether or not such requirement is waived) the Borrower or such Subsidiary to make a mandatory prepayment or an offer to repurchase or redeem in respect of any Permitted Debt, then, on the Business Day immediately prior to the date on which such mandatory prepayment or offer in respect of the Permitted Debt would otherwise become due and payable, the Borrower or such Subsidiary shall make a prepayment (and the Aggregate Maximum Credit Amounts of the Lenders shall automatically and permanently reduce) in an amount equal to such excess cash proceeds.
Appears in 2 contracts
Sources: Credit Agreement (Bill Barrett Corp), Credit Agreement (Bill Barrett Corp)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if which results in the total Revolving Credit Exposures exceeds exceeding the redetermined or adjusted Borrowing BaseAvailable Amount, then the Borrower shall within thirty (30) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs either:
(A) prepay the Borrowings in an aggregate principal amount equal to such excess, and ,
(B) if any excess remains after prepaying all of notify the Borrowings as a result of an LC Exposure, cash collateralize Administrative Agent in writing that the Borrower will prepay such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty four (1204) equal monthly installments beginning on the date that is thirty (30) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs;
(C) pledge in favor of the Administrative Agent additional assets satisfactory to the Lenders in their sole discretion; or
(D) perform a combination of clauses (A) though (C). If any excess remains after prepaying all of the Borrowings pursuant to this Section 3.04(c)(ii) as a result of an LC Exposure, the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided that all payments in Section 2.08(j). Notwithstanding the foregoing, prepayments and/or deposits of cash collateral required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.12, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base Available Amount as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings pursuant to this Section 3.04(c)(iii) as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.[Reserved]
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Libor Borrowings then outstanding, and if more than one Eurodollar Libor Borrowing is then outstanding, to each such Eurodollar Libor Borrowing in order of priority beginning with the Eurodollar Libor Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Libor Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (Santa Maria Energy Corp), Credit Agreement (Santa Maria Energy Corp)
Mandatory Prepayments. (i) If, If (A) after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b2.06(b), the total Credit Exposures exceed the total Commitments or (B) after giving effect to any reduction of the Borrowing Base pursuant to Section 2.07(e), the total Revolving Credit Exposures exceeds exceed the total CommitmentsBorrowing Base, then the Borrower shall (A1) prepay the applicable Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B2) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than Section 2.07(a) through (d2.07(e)) or Section 8.13(c)8.13(c), if the total Revolving Credit Exposures exceeds exceed the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section Section 2.08(j). The Borrower shall be obligated to make pay all of such prepayment and/or deposit of cash collateralize such excess collateral amount within one hundred twenty forty-five (12045) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.11, if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) such disposition or Section 9.12(e), on the date such incurrence of the relevant sale or other dispositionDebt; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section Section 3.04(c) shall be appliedapplied to outstanding Borrowings as directed by the Borrower or, if no such direction is given, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (Magnum Hunter Resources Corp), Credit Agreement (Magnum Hunter Resources Corp)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if if, as a result of an LC Exposure, any excess remains after prepaying all of the Borrowings as a result pay to the Administrative Agent on behalf of the Lenders an LC Exposure, cash collateralize amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d2.07(c) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if if, as a result of an LC Exposure, any excess remains after prepaying all of the Borrowings as a result pay to the Administrative Agent on behalf of the Lenders an LC Exposure, cash collateralize amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty forty-five (12045) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.13, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if if, as a result of an LC Exposure, any excess remains after prepaying all of the Borrowings as a result pay to the Administrative Agent on behalf of the Lenders an LC Exposure, cash collateralize amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess collateral on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on disposition or prior to the Termination Dateincurrence of such Senior Notes.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Senior Revolving Credit Agreement (Petrohawk Energy Corp), Senior Revolving Credit Agreement (Petrohawk Energy Corp)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon If, upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or pursuant to Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted a Borrowing BaseBase Deficiency exists, then the Borrower shall (A) either prepay the Borrowings in an aggregate principal amount equal to such excessBorrowing Base Deficiency, or provide additional Mortgaged Property to secure Indebtedness having a fair market value equal to or greater than the amount of such Borrowing Base Deficiency (or the remaining balance of such Borrowing Base Deficiency after any prepayments), and (B) if any excess Borrowing Base Deficiency remains after prepaying all of the Borrowings or providing additional Mortgaged Property as a result of an any LC Exposure, the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateralize such excess collateral as provided in Section 2.08(j). The Borrower shall be obligated to make any such principal prepayment and/or or deposit of cash collateralize collateral in an amount equal to such excess Borrowing Base Deficiency within one hundred twenty (120) 90 days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, and/or to provide additional Mortgaged Property within 90 days following its receipt of such New Borrowing Base Notice or the date such adjustment occurs; provided that all payments and/or deposits required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon If, upon any adjustments to the Borrowing Base pursuant to Section 2.07(e)9.12, Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the a Borrowing Base as adjustedBorrowing Base Deficiency exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excessBorrowing Base Deficiency, and (B) if any excess Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateralize such excess collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything If any Swap Agreement is closed out and the Swap Termination Value determined in accordance therewith is paid to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default existsSubsidiary, then (A) the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such saleSwap Termination Value, and (B) if any excess remains after prepaying all such Borrowings, the Borrower shall then pay to the Administrative Agent on behalf of all of the Borrowings as a result of Lenders an LC Exposure, cash collateralize amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral on the date it or any Subsidiary receives the cash proceeds as a result payment of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Swap Termination DateValue for the closed out Swap Agreement.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (Pyramid Oil Co), Credit Agreement (Pyramid Delaware Merger Subsidiary, Inc.)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) Upon any redetermination of Scheduled Redetermination or Interim Redetermination or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c8.12(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one one-hundred twenty eighty (120180) days following the later of its receipt of date it receives the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occursoccurs pursuant to Section 8.12(c), in six (6) equal monthly installments, the first installment being due and payable on such date and each subsequent installment being due and payable on the same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments adjustment to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e9.12(d), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date first (1st) Business Day after it receives the adjustment occurs and (B) in the case of an adjustment to the applicable New Borrowing Base pursuant to Notice in accordance with Section 9.12(d) or Section 9.12(e2.07(d), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to Upon the contrary herein, if the Borrower Disposition (including Casualty Events) of any Oil and Gas Property or any of its Subsidiaries sells interest therein or any Property when a Subsidiary owning Oil and Gas Properties (other than Dispositions referred to in Section 9.12(a), (b) and (c)), which Disposition does not result in the total Revolving Credit Exposures exceeding the Borrowing Base Deficiency or Event of Default existsBase, as the same may be adjusted pursuant to Section 9.12(d) upon any such Disposition, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, (and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j)), together with accrued and unpaid interest thereon, in an amount equal to 100% of the Net Cash Proceeds (which Net Cash Proceeds, for the avoidance of doubt, shall not be calculated giving effect to the payment of any Debt) received from such Disposition. The Borrower Such payment shall be obligated due one (1) Business Day prior to make such prepayment and/or cash collateralize such excess any date on which the date it Borrower or any Subsidiary receives cash proceeds would be required to make a mandatory prepayment of Second Lien Term Debt permitted by Section 9.02(f) or Permitted Refinancing Debt permitted by Section 9.02(g), as a result of the case may be) with the Net Cash Proceeds from such saleDisposition; provided that such payment shall be reduced by the amount of such Net Cash Proceeds expended by the Borrower and the Subsidiary Guarantors, during the period from the date of such Disposition to the due date of such prepayment, to make a Qualified Investment (other than inventory and working capital) in the businesses permitted pursuant to Section 9.06. Notwithstanding the foregoing, all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (Parsley Energy, Inc.), Credit Agreement (Parsley Energy, Inc.)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). 65 Section 3.04(b) amended by the 3rd Amendment.
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d2.07(b) or Section 8.13(c)) at any time, if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty sixty (12060) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) 9.12 or Section 9.12(e)9.19, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) such disposition or Section 9.12(e), on the date such incurrence of the relevant sale or other dispositionDebt; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
(vi) If, at any time, after the receipt by Holdings, the Borrower or any Subsidiary of net cash proceeds from any disposition of property which disposition would require (whether or not such requirement is waived) the Borrower or such Subsidiary to make a mandatory prepayment or an offer to repurchase or redeem in respect of any Permitted Debt in an amount equal to all or a portion of such net cash proceeds, then, on the Business Day immediately prior to the date on which such mandatory prepayment or offer in respect of the Permitted Debt would otherwise become due and payable, the Borrower or such Subsidiary shall make a prepayment (and the Aggregate Maximum Credit Amounts of the Lenders shall automatically and permanently reduce) in an amount equal to the lesser of such portion of such net cash proceeds, or, if less, the outstanding principal balance of the Borrowings.66
Appears in 2 contracts
Sources: Fifth Amendment to Third Amended and Restated Credit Agreement (HighPoint Resources Corp), Fifth Amendment to Third Amended and Restated Credit Agreement (Bill Barrett Corp)
Mandatory Prepayments. (i) If, after giving effect If at any time the Revolving Credit Outstandings exceed the Revolving Credit Commitment (other than to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(bextent resulting from fluctuations in currency exchange rates), the total Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Exposures exceeds the total CommitmentsLenders, then the Borrower shall (A) prepay the Borrowings on the date Extensions of such termination or reduction Credit in an aggregate principal amount equal to such excessexcess with each such repayment applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and (B) if third, with respect to any excess remains after prepaying all Letters of Credit then outstanding, a payment of Cash Collateral into a Cash Collateral account opened by the Administrative Agent, for the benefit of the Borrowings as a result of Revolving Credit Lenders, in an LC Exposure, cash collateralize amount equal to such excess remaining after taking into account any Cash Collateral already on deposit with the Administrative Agent with respect to Letters of Credit (such Cash Collateral to be applied in accordance with Section 12.2(b), except that, unless an Event of Default has occurred and is continuing, such Cash Collateral shall not be applied to any other Secured Obligations and shall be released to the Borrower as provided in Section 2.08(jand to the extent such excess is reduced, notwithstanding that other Secured Obligations remain outstanding).
(ii) Upon If at any redetermination time the Revolving Credit Outstandings exceed 105% of or adjustment the Revolving Credit Commitment, then to the extent resulting from fluctuations in currency exchange rates, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first, to the principal amount of outstanding Swingline Loans, second to the Borrowing Base principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, a payment of Cash Collateral into a Cash Collateral account opened by the Administrative Agent, for the benefit of the Revolving Credit Lenders, in an amount equal to such excess remaining after taking into account any Cash Collateral already on deposit with the Administrative Agent with respect to Letters of Credit (such Cash Collateral to be applied in accordance with Section 2.07(a) through (d) or Section 8.13(c12.2(b), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Baseexcept that, then the Borrower shall (A) prepay the Borrowings in unless an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default existshas occurred and is continuing, then such Cash Collateral shall not be applied to any other Secured Obligations and shall be released to the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, as and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02such excess is reduced, notwithstanding that other Secured Obligations remain outstanding).
Appears in 2 contracts
Sources: Credit Agreement (Blackhawk Network Holdings, Inc), Credit Agreement (Blackhawk Network Holdings, Inc)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to (a) make at least half of such prepayment and/or deposit of cash collateralize collateral within forty-five days (45) following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs and (b) to make the remaining portion of such excess prepayment and/or deposit of cash collateral within one hundred twenty ninety (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (EV Energy Partners, LP), Credit Agreement (EV Energy Partners, LP)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts Commitment pursuant to Section 2.06(b), the total Aggregate Revolving Credit Exposures exceeds the total Aggregate Commitments, then the Borrower shall (A) A. prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, or add to the Mortgaged Property, Oil and (B) Gas Properties, having value, as determined by the Administrative Agent and the Majority Lenders, equal to or greater than such excess, or a combination thereof and B. if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(k). The Borrower will be obligated to make such prepayment, provide such collateral and/or deposit of cash collateral within ninety (90) days following such termination or reduction of the Aggregate Commitment; provided that all payments required to be made pursuant to this Section 3.04(c)(i) must be made on or prior to the Termination Date.
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Aggregate Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) A. prepay the Borrowings in an aggregate principal amount equal to such excess, or add to the Mortgaged Property, Oil and (B) Gas Properties, having value, as determined by the Administrative Agent and the Majority Lenders, equal to or greater than such excess, or a combination thereof and B. if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(k). The Borrower shall be obligated to make such prepayment prepayment, provide such collateral and/or deposit of cash collateralize such excess collateral within one hundred twenty ninety (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e9.12(a), Section 2.07(f), Section 9.12(d) 9.13 or Section 9.12(e)9.21, if the total Aggregate Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) A. prepay the Borrowings in an aggregate principal amount equal to such excess, or add to the Mortgaged Property, Oil and (B) Gas Properties, having value, as determined by the Administrative Agent and the Majority Lenders, equal to or greater than such excess, or a combination thereof and B. if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(k). The Borrower shall be obligated to make such prepayment prepayment, provide such collateral and/or deposit of cash collateralize collateral within ninety (90) days following such excess adjustment to the Borrowing Base (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f)or, if sooner, on the date the adjustment occurs and (B) in the case Borrower receives cash proceeds as a result of an adjustment to the Borrowing Base a disposition pursuant to Section 9.12(d) or Section 9.12(e9.13), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (St Mary Land & Exploration Co), Credit Agreement (St Mary Land & Exploration Co)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of the Borrowing Base pursuant to Section 2.07(c)(iii) or any adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess within collateral either, at its election, (A) in one hundred twenty (120) lump sum payment on or before the date that is 30 days following the later of its receipt by the Borrower of the New Borrowing Base Notice in accordance with Section 2.07(d), or (B) or in three (3) equal payments, with each such payment being due on the date that is 30 days, 60 days, and 90 days, respectively, following the adjustment occursdate of receipt by the Borrower of the New Borrowing Base Notice in accordance with Section 2.07(d); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. The Borrower shall notify the Administrative Agent in writing of its election in respect of clauses (A) or (B) of the immediately preceding sentence within ten (10) days following the receipt of the New Borrowing Base Notice in accordance with Section 2.07(d).
(iii) Upon any adjustments adjustment to the amount of the Borrowing Base pursuant to in accordance with Section 2.07(e), Section 2.07(f), Section 9.12(d9.02(h) or Section 9.12(e9.12(d), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date first (1st) Business Day after it receives the adjustment occurs and (B) in the case of an adjustment to the applicable New Borrowing Base pursuant to Notice in accordance with Section 9.12(d) or Section 9.12(e2.07(d), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything Upon any adjustment to the contrary hereinamount of the Borrowing Base in accordance with Section 2.07(e), if the Borrower or any of its Subsidiaries sells any Property when a total Revolving Credit Exposures exceeds the Borrowing Base Deficiency or Event of Default existsas adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such saleexcess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The If the net proceeds received by QRE MLP or its Subsidiaries from the unwinds or other actions described in Section 2.07(e) equals or exceeds the prepayment or cash collateral amount required under this Section 3.04(c)(iv), then the Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize collateral in one lump sum payment on the first (1st) Business Day after it receives the applicable New Borrowing Base Notice in accordance with Section 2.07(d); however, if such excess net proceeds received by QRE MLP or its Subsidiaries is less than the prepayment or cash collateral amount required under this Section 3.04(c)(iv), then the Borrower shall be obligated to make such prepayment and/or deposit of cash collateral by (A) making a prepayment and/or cash collateral deposit in an amount equal to all such net proceeds on the first (1st) Business Day after it receives the applicable New Borrowing Base Notice in accordance with Section 2.07(d) and (B) then paying the remainder of such required prepayment and/or cash collateral amount in three (3) equal payments, with each such payment being due on the date it or any Subsidiary receives cash proceeds as a result that is 30 days, 60 days, and 90 days, respectively, following the date of such salereceipt by the Borrower of the New Borrowing Base Notice in accordance with Section 2.07(d); provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (QR Energy, LP), Credit Agreement (QR Energy, LP)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of on the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b)Scheduled Reduction Date, the total Revolving Credit Exposures Loans of any Bank exceeds the total Commitmentssuch Bank's Proportionate Share of all Revolving Loans outstanding at such time, then the Borrower shall (A) prepay the Borrowings Revolving Loans of such Bank on the date of such termination or reduction Scheduled Date in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) Upon If, at any redetermination of or adjustment to time, the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Outstanding Credit Exposures exceeds the redetermined or adjusted Borrowing BaseTotal Commitment at such time, then the Borrower shall (A) immediately prepay the Borrowings Revolving Loans in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon If, at any adjustments to time, the Outstanding Credit exceeds the Borrowing Base pursuant to Section 2.07(e)Base, Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall within fifteen (A15) Business Days prepay the Borrowings Revolving Loans in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding Upon any Change of Control, Borrower immediately shall prepay all outstanding Revolving Loans, Reimbursement Obligations and all other outstanding Obligations without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Revolving Loan Notes to the contrary hereinnotwithstanding. If, if at the Borrower or time of any such Change of its Subsidiaries sells Control, any Property when a Borrowing Base Deficiency or Event amounts remain available for drawing under the Letters of Default existsCredit then outstanding, then the Borrower shall (A) prepay the Borrowings in immediately pay to Agent an aggregate principal amount equal to the net cash proceeds received from sum of such sale, and (B) if any excess remains after prepaying available amounts. Agent shall hold such amount in a non-interest bearing account to satisfy Borrower's Reimbursement Obligations. Borrower hereby grants to Agent for the benefit of the Banks a security interest in such account as security for all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination DateBorrower's Obligations.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (BMC West Corp), Credit Agreement (Building Materials Holding Corp)
Mandatory Prepayments. (i) IfIf at any time (A) the Outstanding Amount of Revolving Obligations shall exceed the Aggregate Revolving Committed Amount or (B) the Outstanding Amount of L/C Obligations shall exceed the L/C Sublimit, after giving effect the Borrower shall immediately prepay the Revolving Obligations (including Cash Collateralizing the L/C Obligations) in an amount equal to such excess; provided, however, that, except with respect to clause (ii), L/C Obligations will not be Cash Collateralized hereunder until the Revolving Loans have been paid in full.
(ii) If the Administrative Agent notifies the Borrower at any termination or reduction time that the Outstanding Amount of all Revolving Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b)Alternative Currency Sublimit then in effect, then, within three (3) Business Days after receipt of such notice, the total Borrower shall prepay the Revolving Credit Exposures exceeds Obligations (including Cash Collateralizing the total CommitmentsL/C Obligations) denominated in Alternative Currencies in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the initial prepayment or deposit of such Cash Collateral, request that additional Revolving Obligations be repaid and additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.
(iii) If there occurs any Change of Control with respect to the Borrower, then within five (5) Business Days of such Change of Control, the Borrower shall (A) prepay the Borrowings on then Outstanding Amount of the date of such termination or reduction in an aggregate principal amount equal to such excessRevolving Loans, and (B) if any excess remains after prepaying Cash Collateralize the then Outstanding Amount of all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, L/C Obligations and (BC) if any excess remains after prepaying pay all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Dateaccrued and unpaid interest and fees hereunder.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (Directv), Credit Agreement (Directv)
Mandatory Prepayments. (ia) If, after giving effect to If at any termination or reduction time the Revolving Facility Usage is in excess of the Aggregate Maximum Revolving Credit Amounts pursuant to Commitments (as used in this Section 2.06(b4.3, a “deficiency”), the total Borrower shall immediately make a principal payment on the Revolving Credit Exposures exceeds Loans and Swingline Loans sufficient to cause the total Commitments, principal balance Loans then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount outstanding to be equal to such excess, and (B) if any excess remains after prepaying all or less than the Revolving Credit Commitments then in effect. If a deficiency cannot be eliminated pursuant to this Section 4.3 by prepayment of the Borrowings Revolving Credit Loans and Swingline Loans as a result of an LC Exposureoutstanding Letter of Credit Obligations, the Borrower shall also deposit cash collateralize collateral with the Administrative Agent, to be held by the Administrative Agent to secure such excess as provided in Section 2.08(j)outstanding Letter of Credit Obligations.
(iib) Upon If the Administrative Agent notifies the Borrower at any redetermination of or adjustment to time that the amount Dollar Equivalent of the Borrowing Base sum of the Revolving Facility Usage denominated in accordance with Section 2.07(aAlternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit then, within two (2) through (d) or Section 8.13(c)Business Days after receipt of such notice, if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings Cash Collateralize Letters of Credit in an aggregate principal amount equal sufficient to reduce such excess, and (B) if any excess remains after prepaying all amount as of such date of payment to an amount not to exceed 100% of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination DateAlternative Currency Sublimit.
(iiic) Upon If, as of the end of any adjustments to calendar month, (i) the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(dsum of all outstanding Loans and Letter of Credit Obligations (other than undrawn Letters of Credit) or Section 9.12(e), if exceeds 25% of the total Revolving Credit Exposures exceed Commitments and (ii) the Borrowing Base as adjustedaggregate amount of Unrestricted Cash of the Borrower and its Subsidiaries exceeds $150,000,000, then not later than the third Business Day thereafter, the Borrower shall (A) shall, first prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, andSwingline Loans, second, to any Eurodollar Borrowings then outstanding, prepay Revolving Credit Loans and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing third prepay or Cash Collateralize (as applicable) Letter of Credit Obligations so that the threshold in order of priority 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 theretoeither clause (i) or clause (ii) would not be exceeded.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 2 contracts
Sources: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall either:
(A) prepay the Borrowings in an aggregate principal amount equal to such excess, excess and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i); or
(B) pledge additional collateral not included in the most recent Reserve Report to the Administrative Agent having a fair market value equal to at least the amount of the deficiency or otherwise satisfactory to the Administrative Agent such that the total Revolving Credit Exposures are less than or equal to the Borrowing Base as redetermined or adjusted; or
(C) prepay the Borrowings in an aggregate principal amount equal to such excess (and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(i)) in not more than six (6) equal monthly installments plus accrued interest thereon. The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral pursuant to clause (A), pledge of collateral pursuant to clause (B) or first monthly prepayment pursuant to clause (C) within one hundred twenty thirty (12030) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.12, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (Aa) prepay the Borrowings in an aggregate principal amount equal to such excess, and (Bb) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when If a Borrowing Base Deficiency exists, or during an Event of Default existsDefault, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the with all net cash proceeds received from such sale, sales and (B) if any excess remains after prepaying all other dispositions of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination DateProperties.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans of each Lender included in the prepaid Borrowings. Prepayments Prepayment pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds exceed the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make 50% of such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty forty-five (12045) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, with the balance of such prepayment and/or deposit of cash collateral to be made on or prior to the earlier of (x) ninety (90) days following the Borrower's receipt of such New Borrowing Base Notice or the date such adjustment occurs or (y) the Termination Date; provided that all payments and/or deposits of cash collateral required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d9.12(a) or Section 9.12(e)9.13, if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (ia) If, after giving effect to In the event of any termination or reduction of all the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination repay or reduction prepay all its outstanding Borrowings and (if any L/C Exposure exists) remit to the Agent for deposit in the Cash Collateral Account cash in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all the L/C Exposure to secure the payment when due of the Borrowings as a result reimbursement obligation of an LC Exposure, cash collateralize such excess as provided the Borrower in Section 2.08(j)respect of the aggregate undrawn face amount of Letters of Credit.
(iib) Upon In the event of any redetermination of or adjustment to the amount partial reduction of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing BaseCommitments, then the Borrower shall (Ai) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on at or prior to the Termination Date.
effective date of such reduction, the Agent shall notify the Borrower and the Lenders of the Aggregate Credit Exposure after giving effect thereto and (iiiii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Aggregate Credit Exposure would exceed the Total Revolving Credit Exposures exceed the Borrowing Base as adjustedCommitment after giving effect to such reduction, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then such reduction the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal sufficient to the net cash proceeds received from eliminate such sale, excess and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant is not sufficient to this Section 3.04(celiminate such excess) shall be applied, first, ratably remit to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining Agent for deposit in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining Cash Collateral Account cash in the Interest Period applicable theretoremaining amount of such excess to secure the payment when due of the reimbursement obligation of the Borrower in respect of the aggregate undrawn face amount of Letters of Credit. Without limiting the generality of the reductions referred to in this paragraph of the Revolving Credit Commitments, such reductions shall include reductions referred to in paragraphs (c) and (d) of Section 2.10.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Movado Group Inc)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts Amount pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower Borrowers shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures Exposure exceeds the redetermined or adjusted Borrowing Base, then the Borrower Borrowers shall, within 30 days following receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, provide written notice (the "Election Notice") to the Administrative Agent stating the action which the Borrowers propose to take to remedy such excess, and the Borrowers shall thereafter, at their option, either (A) within 60 days following the delivery of the Election Notice, prepay the Borrowings in an aggregate principal amount equal to such excess, (B) within 60 days following the delivery of the Election Notice, submit (and pledge as collateral) additional Oil and Gas Properties owned by the Borrowers for consideration in connection with the determination of the Borrowing Base which the Administrative Agent and the Lenders deem sufficient in their sole discretion to eliminate such excess, or (C) within 60 days following the delivery of the Election Notice, eliminate such excess through a combination of prepayments and submission of additional Oil and Gas Properties as set forth in subclauses (A) and (B) if above. If any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize then the Borrowers shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower Borrowers shall be obligated to make deposit such prepayment and/or cash collateralize such excess collateral amount within one hundred twenty five (1205) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.12, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower Borrowers shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower Borrowers shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) such disposition or Section 9.12(e), on the date such incurrence of the relevant sale or other dispositionDebt; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Ellora Energy Inc)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than an automatic reduction of the Borrowing Base to match the Conforming Borrowing Base pursuant to Section 2.07(a) through (d)) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty ninety days (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) it or any Subsidiary receives cash proceeds as a result of a disposition in the case of an adjustment to the Borrowing Base pursuant to accordance with Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to If, on the contrary herein, if date on which the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default existsshall equal the Conforming Borrowing Base pursuant to Section 2.07(a), then the total Revolving Credit Exposures exceeds the Conforming Borrowing Base as in effect on the day immediately preceding such date, the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such saleexcess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c)2.07, if the total Revolving Credit Exposures Total Debt exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings and, to the extent required by the terms of the Indentures or any other agreements governing outstanding senior Debt, repay, prepay, redeem or otherwise decrease its Total Debt in an aggregate principal amount equal to such excess, and (B) if . Prepayments of the Borrowings shall be in an aggregate principal amount equal to such excess. If any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days prepayments by the thirtieth day following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed Total Debt exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings and, to the extent required by the terms of the Indentures or any other agreements governing senior Debt, repay, prepay, redeem or otherwise decrease its Total Debt in an aggregate principal amount equal to such excess, and (B) if . Prepayments of the Borrowings shall be in an aggregate principal amount equal to such excess. If any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) such termination, creation of offsetting positions or Section 9.12(e)disposition, on the date of the relevant sale or other dispositionas applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything Upon any adjustment to the contrary hereinBorrowing Base pursuant to Section 9.10 or in connection with the incurrence of any other Debt, if the Borrower or any of its Subsidiaries sells any Property when a Total Debt exceeds the Borrowing Base Deficiency or Event of Default existsas adjusted, then the Borrower shall (A) prepay the Borrowings and, to the extent required by the terms of the Indentures or any other agreements governing senior Debt, repay, prepay, redeem or otherwise decrease its Total Debt in an aggregate principal amount equal to such excess. Prepayments of the net cash proceeds received from Borrowings shall be in an aggregate principal amount equal to such sale, and (B) if excess. If any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral either on the date it or any Subsidiary receives cash proceeds as a result of such saledisposition or incurs such other Debt; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Sources: Credit Agreement (Cimarex Energy Co)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts Commitment pursuant to Section 2.06(b), the total Aggregate Revolving Credit Exposures exceeds exceed the total Aggregate Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, or add to the Mortgaged Property, Oil and Gas Properties, having value, as determined by the Administrative Agent and the Majority Lenders, equal to or greater than such excess, or a combination thereof and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(k). The Borrower will be obligated to make such prepayment, provide such collateral and/or deposit of cash collateral within ninety (90) days following such termination or reduction of the Aggregate Commitment; provided that all payments required to be made pursuant to this Section 3.04(c)(i) must be made on or prior to the Termination Date.
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Aggregate Revolving Credit Exposures exceeds exceed the redetermined or adjusted Borrowing Base, then the Borrower shall either (AA)(1) prepay the Borrowings in an aggregate principal amount equal to such excess, or add to the Mortgaged Property, Oil and Gas Properties, having value, as determined by the Houston 3921802v.12 Administrative Agent and the Majority Lenders, equal to or greater than such excess, or a combination thereof and (B2) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated 2.08(k) or (B) prepay, subject to make such prepayment and/or cash collateralize the payment of any funding indemnification amounts required by Section 5.02 but without premium or penalty, the principal amount of such excess in not more than six (6) equal monthly installments plus accrued interest thereon with the first such monthly payment being due within one hundred twenty thirty (12030) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that . The Borrower shall be obligated to make any prepayment pursuant to Section 3.04(c)(ii)(A)(1) and/or provide any collateral pursuant to Section 3.04(c)(ii)(A)(1) and/or deposit cash collateral pursuant to Section 3.04(c)(ii)(A)(2) within ninety (90) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs. The Borrower shall be obligated to make all payments required to be made pursuant to Section 3.04(c)(ii)(B) on or prior to the Termination Date. Notwithstanding any of the foregoing, all payments, additions of mortgages on Oil and Gas Properties and cash collateral deposits required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e9.11(a), Section 2.07(f), Section 9.12(d) 9.12 or Section 9.12(e)9.20, if the total Aggregate Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, or add to the Mortgaged Property, Oil and Gas Properties, having value, as determined by the Administrative Agent and the Majority Lenders, equal to or greater than such excess, or a combination thereof and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(k). The Borrower shall be obligated to make such prepayment prepayment, provide such collateral and/or deposit of cash collateralize collateral within ninety (90) days following such excess adjustment to the Borrowing Base (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f)or, if sooner, on the date the adjustment occurs and (B) in the case Borrower receives cash proceeds as a result of an adjustment to the Borrowing Base a disposition pursuant to Section 9.12(d) or Section 9.12(e9.12), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.08(j).
(ii) Upon If, other than upon any redetermination of or adjustment to the amount of Borrowing Base pursuant to Section 2.07(e), a Borrowing Base Deficiency exists, then the Borrower shall take such actions as required by Section 2.07(f) to cure such Borrowing Base Deficiency, including making any prepayment required by such section.
(iii) If, upon any adjustments to the Borrowing Base in accordance with pursuant to Section 2.07(a) through (d) or Section 8.13(c2.07(e), if the total Revolving Credit Exposures exceeds the redetermined or adjusted a Borrowing BaseBase Deficiency exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excessBorrowing Base Deficiency, and (B) if any excess Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess Borrowing Base Deficiency to be held as Cash Collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later deposit of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or Cash Collateral on the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on it or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings Subsidiary receives cash proceeds as a result of an LC Exposuresuch Asset Disposition or Swap Termination, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other dispositionmay be; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary hereinIf, if the Borrower or at any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default existstime, then the Borrower shall (A) prepay the there are outstanding Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, or LC Exposure and (B) if any excess remains after prepaying all the Consolidated Cash Balance exceeds $10,000,000 as of the Borrowings as a result end of an LC Exposureany four consecutive Business Days (such four Business Day period, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.“Consolidated Cash
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Mandatory Prepayments. (ia) If, after giving effect to In the event of any termination or reduction of all the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b)Commitments, the total Revolving Credit Exposures exceeds the total CommitmentsBorrowers shall, then the Borrower shall (A) prepay the Borrowings on the date of such termination termination, repay or reduction in prepay all its outstanding Borrowings and all its outstanding Swingline Loans and replace all its outstanding Letters of Credit and/or deposit an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all the L/C Exposure in cash in a cash collateral account established with the Administrative Agent for the benefit of the Borrowings Secured Parties. If as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount partial reduction of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if Commitments the total Aggregate Revolving Credit Exposures exceeds Exposure would exceed the redetermined or adjusted Borrowing BaseCommitments after giving effect thereto, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e)Borrowers shall, on the date of the relevant sale such reduction, repay or other disposition; provided that all payments required prepay Borrowings or Swingline Loans (or a combination thereof) and/or cash collateralize obligations in respect of Letter of Credit Guaranties in an amount sufficient to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Dateeliminate such excess.
(ivb) Notwithstanding anything In the event and on each occasion that Aggregate Revolving Credit Exposure (other than amounts constituting Protective Advances) exceeds the Borrowing Base, the Borrowers shall immediately repay Loans and/or cash collateralize outstanding Letters of Credit to the contrary hereinextent necessary to cause the Aggregate Revolving Credit Exposure not to exceed the Borrowing Base.
(c) In connection with any Asset Sale which consists of (i) the sale of all of the Equity Interests in B▇▇▇▇ or (ii) the sale of Eligible Accounts and/or Eligible Inventory (or the sale of certain of such assets and other assets of a Borrower), if the Borrower or any Borrowers shall apply the Net Cash Proceeds of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings such sale to repay outstanding Revolving Loans and/or provide cash collateral with respect to L/C Exposure in an aggregate principal amount equal to the net cash proceeds received from such sale, and lesser of (Bi) if any excess remains after prepaying all the amount necessary to cause the Borrowers to comply with Section 2.13(b) or (ii) the sum of (a) 85% of the Borrowings as Net Amount of the Eligible Accounts sold in such Asset Sale plus (b) 75% of the value (being the lower of cost (on a result first-in first out basis) or market) of an LC Exposure, cash collateralize the Eligible Inventory sold in such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination DateAsset Sale.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (ia) IfIf at any time a U.K. Overadvance Amount exists (other than as a result of any Protective Advance), after giving effect to the U.K. Borrowers shall promptly, and in any termination or reduction of event within five (5) Business Days, prepay the Aggregate Maximum Credit Amounts applicable Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.06(b3.9), in an aggregate amount equal to such U.K. Overadvance Amount.
(b) If at any time a U.S. Overadvance Amount exists (other than as a result of any Protective Advance), the total Revolving Credit Exposures Borrower shall, promptly, and in any event within five (5) Business Days, prepay the applicable Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 3.9), in an amount equal to such U.S. Overadvance Amount.
(c) In the event and on such occasion that the Global Exposure exceeds the total CommitmentsGlobal Line Cap, then the Borrower relevant Borrowers shall (A) prepay the Borrowings on (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the date of such termination or reduction Administrative Agent pursuant to Section 3.9) in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if In the total event and on such occasion as the Revolving Credit Exposures L/C Exposure exceeds the redetermined or adjusted Borrowing BaseLetter of Credit Sublimit, then the relevant Borrower shall (A) prepay the Borrowings deposit cash collateral in an aggregate principal account with the Administrative Agent pursuant to Section 3.9 in an amount equal to such excess, and .
(Be) if any excess remains after prepaying all of the Borrowings If as a result of changes in currency exchange rates, on any Revaluation Date, (i) the total U.K. Exposure exceeds the U.K. Line Cap, (ii) the Revolving L/C Exposure exceeds the Letter of Credit Sublimit or (iii) the Revolving L/C Exposure with respect to all Alternate Currency Letters of Credit exceeds $30,000,000, the relevant Borrower shall within 5 days of such Revaluation Date (A) prepay U.K. Loans or (B) deposit cash collateral in an LC Exposureaccount with the Administrative Agent pursuant to Section 3.9, in an aggregate amount such that the applicable exposure does not exceed the applicable commitment, sublimit or amount set forth above.
(f) Unless during a Cash Dominion Period, all mandatory prepayments shall be applied as follows: first, to the principal balance of the Loans subject to such mandatory prepayment until the same have been prepaid in full; and second, to cash collateralize such excess as provided in Section 2.08(j). The Borrower shall all Letters of Credit plus any accrued and unpaid interest thereon (to be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice held and applied in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date3.9 hereof).
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through 2.07 (dother than Section 2.07(e)) or Section 8.13(c), if the total Revolving Credit Exposures Exposure exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty ninety (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e9.12(d), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), collateral on the date of the relevant sale such termination, creation of offsetting positions or other it receives cash proceeds as a result of such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize collateral (X) in the case of any reduction of the Borrowing Base as a result of the issuance of Permitted Additional Senior Subordinated Notes pursuant to Section 2.07(e), on the date of issuance of such excess Permitted Additional Senior Subordinated Notes, and (Y) in the case of any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c) other than as described in clause (X) of this Section 3.04(c)(ii), within one hundred twenty sixty (12060) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.13, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Plains Exploration & Production Co)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if if, as a result of an LC Exposure, any excess remains after prepaying all of the Borrowings as a result pay to the Administrative Agent on behalf of the Lenders an LC Exposure, cash collateralize amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d2.07(c) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if if, as a result of an LC Exposure, any excess remains after prepaying all of the Borrowings as a result pay to the Administrative Agent on behalf of the Lenders an LC Exposure, cash collateralize amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty forty-five (12045) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), and Section 2.07(f), Section 9.12(d2.07(f)(12) or Section 9.12(e), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if if, as a result of an LC Exposure, any excess remains after prepaying all of the Borrowings as a result pay to the Administrative Agent on behalf of the Lenders an LC Exposure, cash collateralize amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date it or any Subsidiary receives cash proceeds as a result of the adjustment occurs and incurrence of such Senior Notes.
(Biv) in the case of an adjustment Upon any adjustments to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein9.13, if the Borrower or any of its Subsidiaries sells any Property when a total Revolving Credit Exposures exceeds the Borrowing Base Deficiency or Event of Default existsas adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such saleexcess, and (B) if if, as a result of an LC Exposure, any excess remains after prepaying all of the Borrowings as a result pay to the Administrative Agent on behalf of the Lenders an LC Exposure, cash collateralize amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Datedisposition.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Senior Revolving Credit Agreement (Halcon Resources Corp)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds exceed the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through 2.07 (dother than Section 2.07(e)) or Section 8.13(c), if the total Revolving Credit Exposures exceeds exceed the redetermined or adjusted Borrowing Base, then the Borrower shall within 30 days after its receipt of a New Borrowing Base Notice give written notice to the Administrative Agent of the Borrower’s election to: (A) within 60 days following its receipt of such New Borrowing Base Notice prepay the Borrowings Loans in an aggregate principal amount equal to such excess, and excess (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date), (B) prepay the Loans in six (6) equal monthly installments, commencing on the day such election is made with each payment being equal to 1/6th of the aggregate principal amount of such excess (provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date), (C) within 30 days following its receipt of such New Borrowing Base Notice, provide additional collateral in the form of additional Oil and Gas Properties having proved reserves not evaluated in the most recently delivered Reserve Report or other collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and approved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 3.04(c)(ii) to eliminate any such excess or (D) undertake a combination of clauses (A), (B) and (C). If, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall cash collateralize such remaining Borrowing Base Deficiency as provided in Section 2.08(i).
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) such termination, creation of offsetting positions or Section 9.12(e)disposition, on the date of the relevant sale or other dispositionas applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything Upon any adjustment to the contrary hereinBorrowing Base pursuant to Section 9.05 or Section 9.12, if the Borrower or any of its Subsidiaries sells any Property when a total Revolving Credit Exposures exceeds the Borrowing Base Deficiency or Event of Default existsas adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such saleexcess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral either on the date it or any Subsidiary receives cash proceeds as a result of such saledisposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b2.03(b), the total Revolving Credit Exposures outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the total CommitmentsAggregate Maximum Credit Amounts, then the Borrower shall (Ai) prepay the Borrowings Loans on the date of such termination or reduction in an aggregate principal amount equal to such the excess, together with interest on the principal amount paid accrued to the date of such prepayment and (Bii) if any excess remains after prepaying all of the Borrowings as a result Loans because of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the excess to be held as cash collateralize such excess collateral as provided in Section 2.08(j)2.09(b) hereof.
(ii) Upon During a Borrowing Base Period, upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with the provisions of Section 2.07(a) through (d) or Section 8.13(c), 12.17 if the total Revolving Credit Exposures exceeds redetermined Facility Borrowing Base is less than the redetermined or adjusted Borrowing Baseaggregate outstanding principal amount of the Loans plus the LC Exposure, then the Borrower shall within thirty (A30) days of receipt of written notice thereof: (i) prepay the Borrowings Loans in an aggregate principal amount equal to such excess, together with interest on the principal amount paid accrued to the date of such prepayment and (Bii) if any excess a Facility Borrowing Base deficiency remains after prepaying all of the Borrowings as a result Loans because of an LC Exposure, the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such Facility Borrowing Base deficiency to be held as cash collateralize such excess collateral as provided in Section 2.08(j2.09(b). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(h).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d2.07, Section 8.13(c) or Section 8.13(c)9.12, if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall shall:
(A) either:
(1) prepay the Borrowings in an aggregate principal amount equal to such excess, and ; or
(2) pledge additional collateral not included in the most recent Reserve Report to the Administrative Agent having a fair market value equal to at least the amount of the deficiency or otherwise satisfactory to the Administrative Agent such that the total Revolving Credit Exposures are less than or equal to the Borrowing Base as redetermined or adjusted; and
(B) if cause, for so long as any excess remains after prepaying all Borrowing Base Deficiency continues to exist, 100% of Excess Cash Flow to be used to prepay the Borrowings as a result in an amount not to exceed such Borrowing Base Deficiency, such amounts to be paid to the Administrative Agent within one (1) Business Day of each delivery of an LC ExposureExcess Cash Flow report required by
(C) Section 8.01(n)(ii); provided that while any such Borrowing Base Deficiency continues to exist, cash collateralize such excess as provided the Borrower may make payments for General and Administrative Costs approved by the Majority Lenders in Section 2.08(j)their reasonable discretion. The Borrower shall be obligated to make such prepayment prepayment, pledge of collateral and/or deposit of cash collateralize such excess collateral within one hundred twenty forty-five (12045) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when If a Borrowing Base Deficiency exists, or during an Event of Default existsDefault, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the with all net cash proceeds received from such sale, sales and (B) if any excess remains after prepaying all other dispositions of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination DateProperties.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans of each Lender included in the prepaid Borrowings. Prepayments Prepayment pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize Cash Collateralize such excess as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess and/or add to the Mortgaged Property Oil and Gas Properties having value, as determined by the Administrative Agent and the Required Lenders, equal to or greater than such excess, or a combination thereof and (B) if any excess remains after prepaying all of the Borrowings or adding such Oil and Gas Properties to the Mortgaged Property as a result of an LC Exposure, cash collateralize Cash Collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment prepayment, add such Oil and Gas Properties and/or cash collateralize Cash Collateralize such excess within one hundred twenty (120A) in the case of a redetermination pursuant to Section 2.07(a) through (d), no later than the date that is 90 days following the later of its receipt of date it receives the New Borrowing Base Notice in accordance with Section 2.07(d); and (B) or in the case of adjustment pursuant to Section 2.07(e) on the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e9.11(d), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess or add to the Mortgaged Property Oil and Gas Properties having value, as determined by the Administrative Agent and the Required Lenders, equal to or greater than such excess, or implement a combination thereof, and (B) if any excess remains after prepaying all of the Borrowings or adding such Oil and Gas Properties to the Mortgaged Property as a result of an LC Exposure, cash collateralize Cash Collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment prepayment, add such Oil and Gas Properties and/or cash collateralize Cash Collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e9.11(d), on or prior to the Business Day following the date of that the relevant Liquidation, sale or other dispositiondisposition occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. The Loans shall be subject to mandatory prepayment in accordance with the following provisions:
(a) If Outstanding General Revolving Loans, Swing Line Revolving Loans and Letter of Credit Outstandings Exceed Total General Revolving Commitment. If on any date (after giving effect to any other payments on such date) the sum of (i) the aggregate outstanding principal amount of General Revolving Loans and Swing Line Revolving Loans, plus (ii) the aggregate amount of Letter of Credit Outstandings, exceeds the Total General Revolving Commitment as then in effect, the Borrower shall prepay on such date that principal amount of Swing Line Revolving Loans and, after Swing Line Revolving Loans have been paid in full, General Revolving Loans, and after General Revolving Loans have been paid in full, Unpaid Drawings, in an aggregate amount at least equal to such excess and conforming in the case of partial prepayments of Revolving Loans to the requirements as to the amounts of prepayments of Revolving Loans which are contained in section 5.
1. If, after giving effect to any termination or reduction the prepayment of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b)Loans and Unpaid Drawings, the total Revolving aggregate amount of Letter of Credit Exposures Outstandings exceeds the total CommitmentsTotal General Revolving Commitment as then in effect, then the Borrower shall (A) prepay pay to the Borrowings on the date of such termination or reduction Administrative Agent an amount in an aggregate principal amount cash and/or Cash Equivalents equal to such excess, excess and (B) if any excess remains after prepaying all the Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrowings as Borrower hereunder in respect of Letters of Credit pursuant to a result of an LC Exposure, cash collateralize such excess as provided collateral agreement to be entered into in Section 2.08(jform and substance reasonably satisfactory to the Administrative Agent and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent and the Borrower until the proceeds are applied to the secured obligations).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e)shall, on the date of receipt of (i) the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if Net Cash Proceeds of Sale in respect of any Asset Sale by the Borrower or any of its Subsidiaries sells or (ii) the cash proceeds (net of legal and accounting fees and expenses incurred in connection therewith) in respect of any Property when a Borrowing Base Deficiency issuance or Event sale of Default existsdebt (except debt issued or sold where the proceeds of such debt are used to refinance Subordinated Debt and to pay the costs of such refinancing) or equity, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount of the Advances in an amount equal to (x) the net amount of such Net Cash Proceeds of Sale in the case of an Asset Sale, (y) the amount of such cash proceeds received from such sale, and (B) if any excess remains after prepaying all of in the Borrowings as a result event of an LC Exposureissuance or sale of debt, or (z) an amount equal to 50% of such cash collateralize such excess proceeds in the event of an issuance or sale of equity, as provided in Section 2.08(j). The Borrower shall be obligated to make applicable; provided, that each such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied to the outstanding principal amount of Revolving Borrowings, Term Borrowings and Term Loan C Borrowings and shall be applied thereto on a ratable basis calculated on the basis of the Revolving Facility Amount, Term Borrowings and Term Loan C Borrowings, respectively, and in the case of prepayments of Term Borrowings and Term Loan C Borrowings, applied ratably to each respective installment thereof."
(e) Section 5.01(a) is amended by replacing the Loans included in table set forth therein with the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.table set forth below:
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Integrated Health Services Inc)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall shall, on the same Business Day, (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c8.12(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall exercise any one or combination of the following: (A) deliver to the Administrative Agent reserve engineering and mortgages covering such Oil and Gas Properties of the Borrower and its Restricted Subsidiaries not previously covered by the Security Instruments with a value and quality satisfactory to the Tier I Lenders in their sole discretion sufficient to eliminate such Borrowing Base Deficiency or (B) prepay the Borrowings in an aggregate principal amount equal to such excessexcess after giving effect to any action taken under (A) hereof, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j); provided, that the Borrower may make such prepayment and/or deposit of cash collateral in six successive equal monthly payments and/or deposits. The Borrower shall be obligated to make such prepayment deliver the reserve engineering and mortgages described in clause (A) immediately above, and/or cash collateralize such excess within one hundred twenty to commence the payments described in clause (120B) days immediately above, on the 30th day following the later to occur of its receipt of the applicable New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e9.11(d), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate 13911654.6 principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on Business Day immediately following the date it or any Restricted Subsidiary receives cash proceeds as a result of the relevant sale such termination, creation of offsetting positions or other disposition, as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to If, at any time after the contrary hereinEffective Date, if the Borrower issues or incurs additional Funded Debt or Permitted Refinancing Debt and as a result of such issuance or incurrence any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default existsresults, then the Borrower shall (Aa) use 100% of the Net Cash Proceeds from the issuance of such Funded Debt or Permitted Refinancing Debt to prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such saleexcess, and (Bb) if any excess remains after prepaying all of the Borrowings if, as a result of an LC Exposure, any Borrowing Base Deficiency remains after prepaying all of the Borrowings, deposit with the Administrative Agent on behalf of the Lenders an amount equal to the lesser of such LC Exposure and any remaining Net Cash Proceeds to be held as cash collateralize such excess collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess on collateral as soon as practical, and in any event no later than the date Business Day after it or any Restricted Subsidiary receives cash proceeds such Net Cash Proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on issuance or prior to the Termination Dateincurrence of Funded Debt or Permitted Refinancing Debt.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Linn Energy, LLC)
Mandatory Prepayments. In the event that at any time the Aggregate Outstandings exceed the maximum amount available under the Revolving Credit, the Borrowers shall immediately repay to the Banks an amount equal to such excess. In the event that the Aggregate Outstandings shall, at any time, be in excess of the then current Aggregate Collateral Value, or, the Individual Outstandings for any Borrower shall, at any time, be in excess of the then current Individual Collateral Value for such Borrower (ithe difference between such amounts in either such case shall be referred to herein as a "Deficiency Amount"), whether as a result of a scheduled automatic reduction of the Aggregate Collateral Value or the Individual Collateral Values or otherwise, the Borrowers shall (x) Ifwithin ninety (90) days after such occurrence, make a payment on the Notes in an aggregate amount equal to at least one-half (1/2) of the Deficiency Amount (plus interest on such amount accrued to the date of payment and any amounts due under Subsections 2.5(e) or (h) arising as a result of such payment) and (y) within one hundred eighty (180) days after such occurrence, make a payment on the Notes in an aggregate amount equal to the remaining amount of the Deficiency Amount (plus interest on such amount accrued to the date of payment and any amounts due under Subsections 2.5(e) or (h) arising as a result of such payment) such that, after giving effect to any termination or reduction of such payments, the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b)Outstandings shall not exceed the Aggregate Collateral Value, and the total Revolving Credit Exposures exceeds the total Commitments, then the Individual Outstandings of each Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures not exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to Individual Collateral Value for such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination DateBorrower.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A1) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B2) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A3) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B4) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e9.12(d), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) such termination, creation of offsetting positions, issuance of Senior Notes or Section 9.12(e)disposition, on the date of the relevant sale or other dispositionas applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) If, after giving effect to any change in the then effective Borrowing Base as the result of monthly amortization established pursuant Section 2.07(e), the total Revolving Credit Exposures exceeds the Borrowing Base, as reduced, then the Borrower shall (A) prepay the Borrowings three (3) Business Days following the date of such amortization in an aggregate principal amount equal to such excess and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(iii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty ninety days (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii3.04(c)(iii) must be made on or prior to the Termination Date.
(iiiiv) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Revolving Credit Amounts pursuant to Section 2.06(b2.03(b), the total sum of the outstanding aggregate principal amount of the Revolving Credit Exposures Loans, plus the outstanding aggregate principal amount of the Swing Line Loans plus the LC Obligations exceeds the total CommitmentsAggregate Maximum Revolving Credit Amounts, then the Borrower shall (Ai) prepay the Borrowings Revolving Credit Loans and the Swing Line Loans on the date of such termination or reduction in an aggregate principal amount equal to such the excess, together with interest on the principal amount paid accrued to the date of such prepayment and (Bii) if any excess remains after prepaying all of the Borrowings Revolving Credit Loans and the Swing Line Loans because of LC Obligations, pay to the Agent on behalf of the Lenders an amount equal to the excess to be held as a result of an LC Exposure, cash collateralize such excess collateral as provided in Section 2.08(j2.10(b) hereof. If, after giving effect to any termination or reduction of the Swing Line Sublimit pursuant to Section 2.03(b), the outstanding principal amount of the Swing Line Loans exceeds the Swing Line Sublimit, the Borrower shall prepay the Swing Line Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such prepayment.
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c)2.08, if the total redetermined Borrowing Base is less than the sum of the aggregate outstanding principal amount of the Revolving Credit Exposures exceeds Loans, plus the redetermined or adjusted Borrowing Baseoutstanding aggregate principal amount of the Swing Line Loans plus the LC Obligations (a "Deficiency"), then the Borrower shall within thirty (A30) days of such Borrowing Base redetermination do one or any combination of the following: (i) prepay the Borrowings Loans in an aggregate principal amount equal to such excess, and together with interest on the principal amount paid accrued to the date of such prepayment, (Bii) if any excess remains after prepaying all of notify the Borrowings as a result of an LC ExposureAgent that Borrower will prepay, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty five (1205) equal monthly installments commencing thirty (30) days following the later of its receipt of the New after such Borrowing Base Notice redetermination and continuing on the same day the next four months (unless there is no corresponding day, in accordance with Section 2.07(d) or which event, it will be paid on the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(elast day of such month), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings Loans in an aggregate principal amount equal to such excess, together with interest on the principal amount paid accrued to the date of such prepayment; or (iii) provide additional collateral acceptable to the Agent to increase the Borrowing Base to an amount at least equal to the aggregate outstanding principal amounts of the Loans, and (B) if any excess a Deficiency remains after prepaying all of the Borrowings Revolving Credit Loans and Swing Line Loans because of LC Obligations, the Borrower shall pay to the Agent on behalf of the Lenders an amount equal to such Deficiency to be held as a result of an LC Exposure, cash collateralize such excess collateral as provided in Section 2.08(j2.10(b). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Revolving Credit Amounts pursuant to Section 2.06(b2.07(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings of Revolving Loans on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings of the Revolving Loans as a result of an any LC Exposure, cash collateralize Cash Collateralize such excess as provided in Section 2.08(j2.09(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a2.08(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings of Revolving Loans in an aggregate principal amount equal to such excess and/or add to the Mortgaged Property Oil and Gas Properties having value, as determined by the Administrative Agent and the Required Revolving Credit Lenders, equal to or greater than such excess, or a combination thereof and (B) if any excess remains after prepaying all of the Borrowings of Revolving Loans or adding such Oil and Gas Properties to the Mortgaged Property as a result of an any LC Exposure, cash collateralize Cash Collateralize such excess as provided in Section 2.08(j2.09(j). The Borrower shall be obligated to make such prepayment prepayment, add such Oil and Gas Properties and/or cash collateralize Cash Collateralize such excess within one hundred twenty (120A) in the case of a redetermination pursuant to Section 2.08(a) through (d), no later than the date that is 90 days following the later of its receipt of date it receives the New Borrowing Base Notice in accordance with Section 2.07(d2.08(d); and (B) or in the case of adjustment pursuant to Section 2.08(e) on the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Revolving Loan Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d2.08(f) or Section 9.12(e9.11(d), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings of Revolving Loans in an aggregate principal amount equal to such excess or add to the Mortgaged Property Oil and Gas Properties having value, as determined by the Administrative Agent and the Required Revolving Credit Lenders, equal to or greater than such excess, or implement a combination thereof, and (B) if any excess remains after prepaying all of the Borrowings of Revolving Loans or adding such Oil and Gas Properties to the Mortgaged Property as a result of an any LC Exposure, cash collateralize Cash Collateralize such excess as provided in Section 2.08(j2.09(j). The Borrower shall be obligated to make such prepayment prepayment, add such Oil and Gas Properties and/or cash collateralize Cash Collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d2.08(f) or Section 9.12(e9.11(d), on or prior to the Business Day following the date of that the relevant Liquidation, sale or other dispositiondisposition occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Revolving Loan Termination Date.
(iv) Notwithstanding anything No later than the date that is 2 Business Days following the incurrence of Debt by any Credit Party (other than Debt incurred pursuant to the contrary hereinSections 9.02(a), if the Borrower (b), (c), (d), (e)(i), (e)(ii) or (e)(iv), (f) or (j)) or upon any increase of its Subsidiaries sells any Property when a then effective Borrowing Base Deficiency or Event of Default existsunder this Agreement, then the Borrower shall (A) prepay the Borrowings Term Loans in an aggregate principal amount equal to one hundred percent (100%) of the net cash proceeds Net Cash Proceeds received from in respect of such saleDebt (or, with respect to any increase of the then effective Borrowing Base, the amount of such increase of the then effective Borrowing Base). Nothing in this paragraph is intended to permit any Credit Party to incur Debt other than as permitted under Section 9.02, and any such incurrence of Debt in violation of Section 9.02 shall be a breach of this Agreement.
(Bv) if any excess remains after prepaying all No later than the date that is 2 Business Days following the date of the Borrowings sale or other disposition (including, without limitation, as a result of a Casualty Event) of any Property pursuant to Sections 9.11(d) or (e), the Borrower shall, after giving effect to any mandatory prepayments under Section 3.04(c)(iii), prepay the Term Loans in an LC Exposure, cash collateralize aggregate amount equal to one hundred percent (100%) of such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds Net Cash Proceeds received as a result of such sale; provided that all payments required sale or other disposition. Nothing in this paragraph is intended to be made pursuant permit any Credit Party to sell Property in breach of Section 9.11, and any such sale in violation of Section 9.11 will constitute a breach of this Section 3.04(c)(iii) must be made on or prior to the Termination DateAgreement.
(vvi) No later than the date that is 2 Business Days following the date of the receipt by any Credit Party of Net Cash Proceeds from a Permitted Equity Issuance (other than (A) the issuance of common Equity Interests as required by any employee stock plan or similar arrangement of the Credit Parties permitted by this Agreement and (B) any Permitted Equity Issuance the proceeds of which are used to pay a portion of the consideration for the PELE Acquisition) the Borrower shall prepay the Term Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds received in respect of such Permitted Equity Issuance.
(vii) Each prepayment of Borrowings pursuant to this Section 3.04(c) 3.04 shall be applied, first, first applied ratably to any ABR Borrowings then outstanding, and, second, outstanding and thereafter to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viviii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
(ix) Notwithstanding anything to the contrary herein, if a Borrowing Base Deficiency exists at the time any mandatory prepayment of Loans is required hereunder, or at the time any optional prepayment is tendered in respect of the Term Loans, any such prepayment amounts shall be applied first to prepay Revolving Loans and/or to Cash Collateralize such excess as provided in Section 2.09(j), and thereafter to the prepayment of the Term Loans.
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b2.03(b), the total Revolving Credit Exposures outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the total CommitmentsAggregate Maximum Credit Amounts, then the Borrower shall (A) prepay the Borrowings Loans on the date of such termination or reduction in an aggregate principal amount equal to such the excess, together with interest on the principal amount paid accrued to the date of such prepayment and (B) if any excess remains after prepaying all of the Borrowings as a result Loans because of an LC Exposure, pay to the Agent on behalf of the Lenders an amount equal to the excess to be held as cash collateralize such excess collateral as provided in Section 2.08(j)2.09(b) hereof.
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c)Base, if the total Revolving Credit Exposures exceeds redetermined Borrowing Base is less than the redetermined or adjusted Borrowing Baseaggregate outstanding principal amount of the Loans plus the LC Exposure, then the Borrower shall within thirty (30) days of receipt of written notice thereof (A) prepay the Borrowings Loans in an aggregate principal amount equal to such excess, together with interest on the principal amount paid accrued to the date of such prepayment and (B) if any excess a Borrowing Base deficiency remains after prepaying all of the Borrowings as a result Loans because of an LC Exposure, the Borrower shall pay to the Agent on behalf of the Lenders an amount equal to such Borrowing Base deficiency to be held as cash collateralize such excess collateral as provided in Section 2.08(j2.09(b). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then If the Borrower shall (A) prepay raises any cash proceeds by the Borrowings in an aggregate principal amount equal to such excessoffering of equity, and (B) if any excess remains after prepaying all 50% of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received obtained from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower equity offering shall be obligated used to make such prepayment and/or cash collateralize such excess prepay the outstanding principal on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Loans, applied in accordance with Section 3.04(c)(iii2.07(c) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in as the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) Borrower shall be accompanied by accrued interest to the extent required by Section 3.02elect.
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Revolving Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Aggregate Revolving Commitments, then the Borrower Borrowers shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders and the Issuing Bank an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower Borrowers shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders and the Issuing Bank an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower Borrowers shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty ninety (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.12, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower Borrowers shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower Borrowers shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (i) IfThe Borrower shall, after giving effect to any termination or reduction within 10 --------------------- business days of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall receipt of Net Cash Proceeds (A) by the Parent or the Borrower from the issuance by the Parent or the Borrower of Specified Equity or (B) by the Parent, the Borrower or PPL Energy Supply from the issuance by the Parent, the Borrower or PPL Energy Supply of Specified Debt, prepay an aggregate outstanding principal amount of the Borrowings on the date of such termination or reduction Loans in an aggregate principal amount equal to the amount of such excessNet Cash Proceeds (or, if the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Revolving Credit Agreement is outstanding, prepay Loans hereunder and Borrowings thereunder, on a ratable basis, based on the total outstanding principal amount thereof). The provisions set forth in (S)(S) 3.2(a)(iii) and (Biv) if any excess remains after prepaying all of shall be applicable to the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(jprepayments made under this (S) 3.2(b).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c)The Borrower shall, if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Baseon each Business Day, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount of the Loans comprising part of the same Borrowings, in an amount equal to such excess, and (B) if any excess remains after prepaying all the amount by which the aggregate principal amount of the Borrowings as a result of an LC Exposure, cash collateralize outstanding Loans exceeds the Total Commitment on such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination DateBusiness Day.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e)The Borrower shall, Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then on each date on which the Borrower shall (A) have voluntarily prepaid loans outstanding under the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Revolving Credit Agreement, prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date Loans hereunder comprising part of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary hereinsame Borrowings, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal comparable to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result amount of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to prepayments under the Termination Date▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Revolving Credit Agreement.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty ninety (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e9.11(d), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Teton Energy Corp)
Mandatory Prepayments. (a) If on any date (including, without limitation, (i) any date on which Dollar Equivalents are determined and (ii) the Expiration Date) the sum of the aggregate outstanding Principal Amount of Revolving Credit Loans and Bid Loans plus the Letter of Credit Outstandings (all the foregoing, collectively, the “Aggregate Outstandings”) exceeds the Commitments as then in effect, Holdings, the Company, AGRI, AGRO and/or the UK Borrower (as they shall determine) shall repay no later than the next following Business Day the principal amount of Revolving Credit Loans in an aggregate Principal Amount equal to such excess. If, after giving effect to any termination or reduction the prepayment of the Aggregate Maximum all outstanding Revolving Credit Amounts pursuant to Section 2.06(b)Loans as set forth above, the total Revolving Credit Exposures exceeds remaining Aggregate Outstandings exceed the total Commitments, then Holdings, the Company, AGRI, AGRO and/or the UK Borrower (as they shall (Adetermine) prepay shall repay on such date the Borrowings on the date principal of such termination or reduction Bid Loans in an aggregate principal amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Credit loans and Bid Loans as set forth above, the remaining Aggregate Outstandings exceed the Commitment, the Borrowers shall (i) establish an account in the name and for the benefit of the Agent, as Agent for the Banks (the “Cash Collateral Account”), (ii) enter into a control agreement over such Cash Collateral Account satisfactory to the Agent, and (Biii) if any fund the Cash Collateral Account with cash to be held as security for the Borrowers’ reimbursement obligations in respect of Letters of Credit then outstanding, equal to the Letter of Credit Outstandings in excess remains after prepaying all of the Borrowings as a result Commitment at such time. In addition, at all times on and after the 90th day prior to the Expiration Date and continuing until all Letters of Credit have been terminated and all Obligations paid in full, the Borrowers will maintain in the Cash Collateral Account an LC Exposure, amount of cash collateralize equal to the Letter of Credit Outstandings at such excess as provided in Section 2.08(j)time.
(iib) Upon If on any redetermination date (including, without limitation, any date on which Dollar Equivalents are determined) the aggregate Principal Amount of or adjustment to Revolving Credit Loans and Bid Loans incurred by the UK Borrower plus the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower exceeds $20,000,000, the UK Borrower shall repay no later than the next following Business Day the principal amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings Loans in an aggregate Principal Amount equal to such excess. If, after giving effect to the repayment of all outstanding Revolving Credit Loans incurred by the UK Borrower as set forth above, the sum of the outstanding Bid Loans incurred by the UK Borrower plus the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower exceeds $20,000,000, the UK Borrower shall repay on such date the principal of Bid Loans in an aggregate amount equal to such excess. If, after giving effect to the repayment of all Revolving Credit Loans and Bid Loans incurred by the UK Borrower as set forth above, the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the UK Borrower exceed $20,000,000, the UK Borrower shall on such day (i) establish a Cash Collateral Account, (ii) enter into a control agreement over such Cash Collateral Account satisfactory to the Agent and (Biii) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, fund such Cash Collateral Account with cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant held as security for the UK Borrower’s reimbursement obligations in respect of Letters of Credit equal to this Section 3.04(c)(ii) must be made on or prior to the Termination Datesuch excess.
(iiic) Upon If on any adjustments to date (including, without limitation, any date on which Dollar Equivalents are determined) the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total aggregate outstanding Principal Amount of Revolving Credit Exposures exceed Loans and Bid Loans incurred by any of Holdings, AGRI or AGRO plus the Borrowing Base as adjustedLetter of Credit Outstandings in respect of Letters of Credit issued for the account of all of such Borrowers exceeds the Holdings Sub-Limit, then Holdings, AGRI and/or AGRO shall repay no later than the Borrower shall (A) prepay next following Business Day the Borrowings principal amount of Revolving Credit Loans in an aggregate Principal Amount equal to such excess. If, after giving effect to the repayment of all outstanding Revolving Credit Loans incurred by Holdings, AGRI and AGRO plus the Letter of Credit Outstandings in respect of Letter of Credit issued for the account of such Borrowers, in the aggregate, exceeds the Holdings Sub-Limit, Holdings, AGRI and/or AGRO shall repay on such date the principal of Bid Loans in an aggregate amount equal to such excess. If, after giving effect to the repayment of all Revolving Credit Loans and Bid Loans incurred by Holdings, AGRI and AGRO, in the aggregate, as set forth above, the Letter of Credit Outstandings in respect of Letters of Credit issued for the account of such Borrowers, in the aggregate, exceeds the Holdings Sub-Limit, Holdings, AGRI and/or AGRO shall on such day (i) establish a Cash Collateral Account, (ii) enter into a control agreement over such Cash Collateral Account satisfactory to the Agent and (Biii) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, fund such Cash Collateral Account with cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant held as security for such Borrowers’ reimbursement obligations in respect of Letters of Credit equal to this Section 3.04(c)(iii) must be made on or prior to the Termination Datesuch excess.
(ivd) Notwithstanding anything If on any date (including, without limitation, any date on which Dollar Equivalents are determined) the Letter of Credit Outstandings exceed $100,000,000, the Borrowers shall (i) establish a Cash Collateral Account, (ii) enter into a control agreement over such Cash Collateral Account satisfactory to the contrary herein, if Agent and (iii) fund such Cash Collateral Account with cash to be held as security for the Borrower or any Borrowers’ reimbursement obligations in respect of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event Letters of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount Credit equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Dateexcess.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(h).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d2.07, Section 8.12(c) or Section 8.13(c)9.12, if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall shall:
(A) either:
(1) prepay the Borrowings in an aggregate principal amount equal to such excess, and ; or
(2) pledge additional collateral not included in the most recent Reserve Report to the Administrative Agent having a fair market value equal to at least the amount of the deficiency or otherwise satisfactory to the Administrative Agent such that the total Revolving Credit Exposures are less than or equal to the Borrowing Base as redetermined or adjusted; and
(B) if cause, for so long as any excess remains after prepaying all Borrowing Base Deficiency continues to exist, 100% of Excess Cash Flow to be used to prepay the Borrowings as a result in an amount not to exceed such Borrowing Base Deficiency, such amounts to be paid to the Administrative Agent within one (1) Business Day of each delivery of an LC Exposure, cash collateralize such excess as provided in Excess Cash Flow report required by Section 2.08(j8.01(n)(ii). The Borrower shall be obligated to make such prepayment prepayment, pledge of collateral and/or deposit of cash collateralize such excess collateral within one hundred twenty sixty (12060) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when If a Borrowing Base Deficiency exists, or during an Event of Default existsDefault, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the with all net cash proceeds received from such sale, sales and (B) if any excess remains after prepaying all other dispositions of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination DateProperties.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans of each Lender included in the prepaid Borrowings. Prepayments Prepayment pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (ABC Funding, Inc)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds exceed the redetermined or adjusted Borrowing Base, then the Borrower shall shall, within thirty (30) days of such redetermination or adjustment of the Borrowing Base, elect: (A) (1) to prepay the Borrowings Loans in an aggregate principal amount equal to such excess, excess and (B2) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize to pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j); (B) to prepay the Loans in an aggregate principal amount equal to such excess in four (4) equal installments, the first (1st) such installment being due and payable by the first (1st) Business Day after such election has been made by the Borrower and the three (3) remaining installments due monthly thereafter until such excess is paid in full; (C) to grant first-priority Liens in favor of the Administrative Agent in accordance with Section 8.14(a) on additional proved Oil and Gas Properties of the Loan Parties not previously evaluated in determining the Borrowing Base that are satisfactory to the Administrative Agent and are determined by the Administrative Agent to have a value equal to or greater than the amount of such excess; or (D) to make partial payments under the preceding clauses (A) or (B) and also to provide Collateral under the preceding clause (C) that together are effective to deal with such excess. The In the case of an election by the Borrower of the option set forth in clause (A) above, the Borrower shall be obligated to make pay such prepayment and/or deposit of cash collateralize such excess collateral amount within one hundred twenty forty-five (12045) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date; provided further that if a sale of Property containing proved reserves constituting a portion of the Borrowing Base occurs pursuant to Section 9.12 during such period when the total Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the proceeds of such sale of Property, to the extent thereof and after deducting taxes and costs of sale, shall be used first to prepay the Borrowings in an aggregate principal amount equal to such excess.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e9.02(f), Section 2.07(f), Section 9.12(d) 9.12 or Section 9.12(e)9.19, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize collateral on or before the first (1st) Business Day after it receives cash proceeds as a result of such excess (A) in the case of an adjustment pursuant to Section 2.07(e) Debt incurrence, disposition or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other dispositionUnwind; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, to any Swingline Loans then outstanding, second, ratably to any ABR Borrowings then outstanding, and, secondand third, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall shall, on the same Business Day, (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty ninety days (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to If, at any time after the contrary hereinEffective Date, if the Borrower issues additional Equity Interests or Funded Debt and the total Revolving Credit Exposures exceed the Conforming Borrowing Base or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) use 100% of the Net Cash Proceeds from the issuance of such Equity Interests or Funded Debt to prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such saleexcess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral on the date it or any Subsidiary receives cash proceeds such Net Cash Proceeds as a result of such sale; provided that all payments required to issuance of Equity Interests or Funded Debt. Additionally, the Borrowing Base shall be made pursuant to this Section 3.04(c)(iii) must be made on reduced by the Net Cash Proceeds of such issuance of Equity Interests or prior to Funded Debt until the Termination DateBorrowing Base equals the Conforming Borrowing Base.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Linn Energy, LLC)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in three, equal monthly installments within 90 days following the receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty ninety (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.12, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. If not sooner paid, the principal Indebtedness evidenced by the Notes shall be payable as follows:
(i) Ifthe amount, if any, by which the principal Indebtedness evidenced by the Revolving Credit Notes (after giving effect to all amounts disbursed thereunder) plus the Letter of Credit Exposure plus the aggregate amount of Swing Loans outstanding, at any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures time exceeds the total Commitments, then the Borrower Total Commitment Amount shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).be payable immediately;
(ii) Upon the amount, if any, by which the outstanding principal amount of the Revolving Credit Loans plus the Letter of Credit Exposure plus the aggregate amount of Swing Loans outstanding, at any redetermination time exceeds the Total Commitment Amount shall be payable immediately;
(iii) the amount, if any which the outstanding principal amount of or adjustment to the Revolving Credit Loans plus the Letter of Credit Exposure plus the aggregate amount of Swing Loans outstanding, at any time following the Trigger Date exceeds the amount of liability of the Borrowing Base Centro Parties under the Centro Party Guaranty as determined in accordance with Section 2.07(a1.1(c) through (d) or Section 8.13(c)thereof; provided, if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if that any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
clause (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest a permanent reduction in the Commitments hereunder by an amount equal to the extent required difference between $350 million and the amount of liability of the Centro Parties under the Centro Party Guaranty as determined in accordance with Section 1.1(c) thereof; and
(iv) the principal Indebtedness evidenced by the Notes shall in any event be payable on the Maturity Date. Upon the occurrence of an event described in Section 3.02.2.7(b)(i) or (ii) above, Borrower shall immediately upon demand from Administrative Agent pay the amount of such excess to the Administrative Agent first for the account of Swing Loan Lender for application to outstanding Swing Loans and second for the respective accounts of the Lenders for application first to Prime Rate Loans and then to LIBOR Loans
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Mandatory Prepayments. (ia) If, after giving effect to at any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b)time, the total aggregate principal amount of Outstandings with respect to the Revolving Credit Exposures Facility exceeds the total Commitmentsaggregate Commitments with respect to the Revolving Facility at such time, then the Borrower shall (A) forthwith prepay the Borrowings on Swing Loans first and then the date of such termination or reduction Revolving Loans then outstanding in an aggregate principal amount equal to such excess, and (B) if . If any such excess remains after prepaying all repayment in full of the Borrowings as a result aggregate outstanding Swing Loans and Revolving Loans, the Borrower shall provide cash collateral for the Letter of an LC Exposure, cash collateralize such excess as provided Credit Obligations with respect to the Revolving Facility in the manner set forth in Section 2.08(j)9.3 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess.
(iib) Upon If, at any redetermination of or adjustment to time, the aggregate principal amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures Loans exceeds the redetermined or adjusted Borrowing BaseRevolving Loan Sublimit, then the Borrower shall (A) forthwith prepay the Borrowings Revolving Loans then outstanding in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iiic) Upon If, at any adjustments time, the aggregate Letter of Credit Obligations with respect to the Borrowing Base pursuant to Section 2.07(e)Synthetic Facility exceeds the aggregate amount of the Credit-Linked Deposits, Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall provide cash collateral for the Letter of Credit Obligations with respect to the Synthetic Facility in the manner set forth in Section 9.3 (AActions in Respect of Letters of Credit) prepay the Borrowings in an aggregate principal amount equal to 105% of such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(ivd) Notwithstanding anything to the contrary herein, if Upon receipt by the Borrower or any of its Subsidiaries sells of any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash insurance proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied7.5(b), first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) amounts shall be applied ratably to the Loans included reduce Commitments in the prepaid Borrowings. Prepayments pursuant to this accordance with Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.022.5(b).
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts or Aggregate Elected Commitment Amount pursuant to Section 2.06(b)) or Section 2.07A, the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall immediately (A) prepay the Borrowings and in any event on the date Business Day of such termination or reduction in an aggregate principal amount equal to such excess, and (Breduction) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).73
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other than Section 2.07(e) and Section 2.07(f)) or Section 8.13(c), if the total Revolving Credit Exposure exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if the Borrower prepays such Borrowings pursuant to clause (A) of this subsection and any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower 73 Section 3.04(c)(i) amended by Second Amendment. shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty ninety (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occursoccurs (and may make such prepayment and/or deposit at any time and from time to time, in whole or in part, prior to the end of such 90-day period); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) 9.05(n)(iii), or Section 9.12(e9.12(d), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), collateral on the date of such termination, creation of offsetting positions or designation or on the relevant sale date on which it receives cash proceeds as a result of such issuance or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.Date.74
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Restricted Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an and there exists any LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of such excess and the amount of such LC Exposure to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral on the date it or any Restricted Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(iv) must be made on or prior to the Termination Date.Date.75
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02. 74 Section 3.04(c)(iii) amended by First Amendment. 75 Section 3.04(c)(iv) amended by First Amendment.
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of (A) the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or (B) the Aggregate Elected Borrowing Base Commitment pursuant to Section 2.07(h), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A1) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B2) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) Upon any redetermination of Scheduled Redetermination or Interim Redetermination or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c8.12(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one one-hundred twenty eighty (120180) days following the later of its receipt of date it receives the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occursoccurs pursuant to Section 8.12(c), in six (6) consecutive equal monthly installments, the first installment being due and payable on the date that is thirty (30) days after the date the Borrower receives the New Borrowing Base Notice and each subsequent installment being due and payable on the same day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments adjustment to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e2.07(g), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date second (2nd) Business Day after it receives the adjustment occurs and (B) in the case of an adjustment to the applicable New Borrowing Base pursuant to Notice in accordance with Section 9.12(d) or Section 9.12(e2.07(d), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to Upon the contrary herein, if the Borrower Disposition (including Casualty Events) of any Oil and Gas Property or any of its Subsidiaries sells interest therein or any Property when a Restricted Subsidiary owning Oil and Gas Properties pursuant to Section 9.12(b), (d) or (e), which Disposition does not result in the total Revolving Credit Exposures exceeding the Borrowing Base Deficiency Base, as the same may be adjusted pursuant to Section 2.07(e) or Event of Default existsSection 2.07(g) upon any such Disposition, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, (and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j)), together with accrued and unpaid interest thereon, in an amount equal to 100% of the Net Cash Proceeds (which Net Cash Proceeds, for the avoidance of doubt, shall not be calculated giving effect to the payment of any Debt) received from such Disposition. The Borrower Such payment shall be obligated due one (1) Business Day prior to any date on which the Borrower or any Restricted Subsidiary would be required to make a mandatory prepayment of Senior Notes permitted by Section 9.02(f) or Permitted Refinancing Debt permitted by Section 9.02(g), as the case may be, with the Net Cash Proceeds from such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such saleDisposition; provided that such payment shall be reduced by the amount of such Net Cash Proceeds expended by the Borrower and the Subsidiary Guarantors, during the period from the date of such Disposition to the due date of such prepayment, to make a Qualified Investment (other than inventory and working capital) in the businesses permitted pursuant to Section 9.06. Notwithstanding the foregoing, all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (ia) In the event of any termination of all the Revolving Credit Commitments, Borrowers shall, on the date of such termination, repay or prepay all outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements reasonably satisfactory to Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any termination or partial reduction of the Aggregate Maximum Revolving Credit Amounts pursuant to Section 2.06(b)Commitments or at any other time, the total Aggregate Revolving Credit Exposures exceeds Exposure would exceed the total CommitmentsTotal Revolving Credit Commitment, then the Borrower shall (A) prepay the Borrowings Borrowers shall, on the date of such termination reduction or reduction at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and if, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, the Aggregate Revolving Credit Exposure continues to exceed the Total Revolving Credit Commitment, then Borrowers shall Cash Collateralize or provide a backstop letter of credit with respect to such excess in accordance with Section 2.13(b).
(b) Upon receipt of notice and upon the request of Agent, if the L/C Exposure shall exceed the L/C Commitment on any date, Borrowers shall (i) Cash Collateralize such excess with an amount in cash equal to 102% of such excess as of such date or (ii) provide a backstop letter of credit in a face amount equal to 102% of such excess as of such date from an issuer and pursuant to arrangements reasonably satisfactory to Agent and each applicable Issuing Bank.
(c) If at any time the Aggregate Revolving Credit Exposure exceeds the Line Cap at such time, the Borrowers, jointly and severally, shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans, and third, replace outstanding Letters of Credit or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.23(k) in an aggregate principal amount equal sufficient to eliminate such excess; except, and (B) that, if any excess remains after prepaying all the Aggregate Revolving Credit Exposure exceeds the Line Cap as a direct result of the Borrowings establishment of a Reserve and not as a result of an LC Exposureany other factor, cash collateralize such excess as provided in Section 2.08(j)shall be repaid within five (5) days from the date such excess first exists. Mandatory prepayments of Loans made pursuant to this clause (c) shall not reduce the Total Revolving Credit Commitment.
(iid) Upon At any redetermination time during the continuance of a Cash Dominion Period, Loan Parties shall repay or adjustment prepay the Loans in an amount equal to the amount 100% of the Borrowing Base Net Cash Proceeds of any Collateral received from any Asset Sale (or any other disposition of Collateral) by any Loan Party or from any Casualty Event, such repayments to be made promptly but in no event more than three Business Days following receipt of such net cash proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. If an Event of Default exists and is continuing, such repayment or prepayment shall be applied in accordance with Section 2.07(a) through (d) 7.02. If no Event of Default exists and is continuing, such repayment or Section 8.13(c)prepayment shall be applied against the Obligations as follows: first, if the total to repay or prepay Swingline Loans, second, to repay or prepay Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excessLoans, and (B) if any excess remains after prepaying all third, to replace outstanding Letters of the Borrowings as a result Credit or Cash Collateralize outstanding Letters of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice Credit in accordance with the procedures set forth in Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be 2.23(k). Mandatory prepayments of Loans made pursuant to this Section 3.04(c)(iiclause (d) must be made on or prior to shall not reduce the Termination DateTotal Revolving Credit Commitment.
(iiie) Upon any adjustments Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to the Borrowing Base pursuant be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.07(e)2.16, Section 2.07(f), Section 9.12(d) but shall otherwise be made without premium or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excesspenalty, and (B) if any excess remains after prepaying all other than prepayments of Base Rate Revolving Loans that are not made in connection with the termination or permanent reduction of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(cRevolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the extent required by Section 3.02date of payment.
Appears in 1 contract
Sources: Credit Agreement (Smart Sand, Inc.)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds exceed the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize Cash Collateralize such excess as provided in Section 2.08(j).
(ii) Upon any redetermination of Scheduled Redetermination or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c)Interim Redetermination, if the total Revolving Credit Exposures exceeds exceed the redetermined or adjusted Borrowing Base, then the Borrower shall will reduce such excess to zero by taking one or more of the following actions:
(A) prepay within thirty days thereafter, prepaying the Borrowings in an aggregate principal amount equal to such excessBorrowings, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize Cash Collateralizing such excess as provided in Section 2.08(j). The Borrower shall be obligated ;
(B) within thirty days thereafter, mortgaging additional Oil and Gas Properties (or adding additional Oil and Gas Properties to the Reserve Report) that are acceptable to the Administrative Agent and the Lenders and increase the Borrowing Base; or
(C) within thirty days thereafter, electing to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice and thereafter paying in accordance with such election) six equal monthly payments that collectively prepay the Borrowings until such excess is reduced to zero (and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, Cash Collateralize such excess as provided in Section 2.07(d) or 2.08(j)), with the date first such payment being due and payable within such thirty days and each subsequent payment being due and payable on the adjustment occurssame day in each of the subsequent calendar months; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments adjustment to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e9.11(d), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, excess and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize Cash Collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize Cash Collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date third (3rd) Business Day after it receives the adjustment occurs and (B) in the case of an adjustment to the applicable New Borrowing Base pursuant to Notice in accordance with Section 9.12(d) or Section 9.12(e2.07(d), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Rice Energy Inc.)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall immediately (and in any event on the Business Day of such termination or reduction) (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a2.07 (other than in accordance with Section 2.07(e) through or (df)) or Section 8.13(c8.12(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days prepayments in six substantially equal monthly installments, the first of which shall be due on the thirtieth day following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments adjustment to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.11, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize collateral either on the date it or any Subsidiary receives cash proceeds as a result of such excess (A) in the case of an adjustment pursuant to Section 2.07(e) disposition or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) Permitted Additional Senior Notes are issued or Section 9.12(e)hedge positions are terminated, on the date of the relevant sale or other dispositionas applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (a) If on any date (after giving effect to any other payments on such date) the sum of (i) the aggregate outstanding principal amount of General Revolving Loans PLUS (ii) the aggregate amount of Letter of Credit Outstandings, exceeds the Total General Revolving Commitment as then in effect, the Borrower shall prepay on such date that principal amount of General Revolving Loans and, after General Revolving Loans have been paid in full, Unpaid Drawings, in an aggregate amount at least equal to such excess. If, after giving effect to any termination or reduction the prepayment of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b)General Revolving Loans and Unpaid Drawings, the total Revolving aggregate amount of Letter of Credit Exposures Outstandings exceeds the total CommitmentsTotal General Revolving Commitment as then in effect, then the Borrower shall pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to such excess and the Administrative Agent shall hold such payment as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent and the Borrower (Awhich shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent and the Borrower until the proceeds are applied to the secured obligations).
(b) If on any date (after giving effect to any other payments on such date) the aggregate outstanding principal amount of Swing Line Revolving Loans exceeds the Unutilized Total General Revolving Commitment as then in effect, the Borrower shall prepay on such date that principal amount of Swing Line Revolving Loans in an aggregate amount at least equal to such excess. If on any date (after giving effect to any other payments on such date) the Borrowings aggregate outstanding principal amount of Swing Line Revolving Loans exceeds the Total Swing Line Revolving Commitment as then in effect, the Borrower shall prepay on the such date of such termination or reduction Swing Line Revolving Loans in an aggregate principal amount at least equal to such excess.
(c) If on any date (after giving effect to any other payments on such date) the sum of (i) the aggregate outstanding principal amount of General Revolving Loans PLUS (ii) the aggregate outstanding principal amount of Swing Line Revolving Loans, exceeds the Available Commitment as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to section 8.1(a) or (b), the Borrower shall prepay on such date that principal amount of General Revolving Loans and, after General Revolving Loans have been paid in full, Swing Line Revolving Loans, in an aggregate amount at least equal to such excess.
(d) If during any fiscal year of the Borrower, the Borrower and its Subsidiaries have received cumulative Cash Proceeds during such fiscal year from one or more Asset Sales in an aggregate amount exceeding 10% of the Borrower's Consolidated Net Worth at the beginning of such fiscal year, not later than the third Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale shall be applied as a mandatory prepayment of principal of the then outstanding General Revolving Loans; PROVIDED that if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing and the making of such prepayment at such time would result in an obligation on the part of the Borrower to make a breakage payment in respect thereof under section 2.11 (which has not been waived by the Required Lenders), the Borrower may upon notice to the Administrative Agent (a copy of which notice the Administrative Agent shall promptly transmit to each affected Lender) postpone making such prepayment for a period of up to 30 days, or such shorter period as will result in no such breakage payment being payable; and PROVIDED, FURTHER, that (i) if no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following six months, and (Biii) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in such Consolidated Capital Expenditures during such six month period, then no such prepayment shall be required to the extent the Borrower so indicates that such reinvestment will take place. If at the end of any such six month period any portion of such Net Cash Proceeds has not been so reinvested, such remaining amount shall be immediately applied as a mandatory prepayment of principal of the then outstanding General Revolving Loans. If the Borrower has postponed the date of making any mandatory prepayment in accordance with the first PROVISO to the first sentence of this section 5.2(d), during the period of such postponement the Borrower will not incur additional Loans or request additional Letters of Credit which would cause (x) the sum of the outstanding General Revolving Loans, plus the Letter of Credit Outstandings, plus the portion of the Total Unutilized General Revolving Commitment reserved for refunding of outstanding Swing Line Revolving Loans, to be greater than (y) the amount to which the Total General Revolving Commitment will be permanently reduced pursuant to section 4.3(c) as a consequence of the events giving rise to such mandatory prepayment.
(e) On the date on which a Change of Control occurs, notwithstanding anything to the contrary contained in this Agreement, no further Borrowings shall be made and the then outstanding principal amount of all Loans, if any, shall become due and payable and shall be prepaid in full, and the Borrower shall contemporaneously either (i) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions), or (ii) the Borrower shall pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Administrative Agent shall hold such payment as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent and the Borrower until the proceeds are applied to the secured obligations).
(f) With respect to each prepayment of Loans required by this section 5.2, the Borrower shall designate the Types of Loans which are to be prepaid and the specific Borrowing(s) pursuant to which such prepayment is to be made, PROVIDED that (i) the Borrower shall first so designate all Loans that are Prime Rate Loans and Eurodollar Loans with Interest Periods ending on the date of prepayment prior to designating any other Eurodollar Loans for prepayment, (ii) if any excess remains after prepaying all the outstanding principal amount of Eurodollar Loans made pursuant to a Borrowing is reduced below the Borrowings applicable Minimum Borrowing Amount as a result of an LC Exposure, cash collateralize any such excess as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Baseprepayment, then all the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal Loans outstanding pursuant to such excessBorrowing shall be converted into Prime Rate Loans, and (Biii) if each prepayment of any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be Loans made pursuant to this Section 3.04(c)(ii) must a Borrowing shall be made on or prior applied PRO RATA among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e)above, Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under section 2.11. Any prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) Eurodollar Loans or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made Money Market Rate Loans pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower section 5.2 shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall events be accompanied by accrued interest to the extent such compensation as is required by Section 3.02section 2.11.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b2.03(b), the total Revolving Credit Exposures outstanding aggregate principal amount of the Loans, plus the LC Exposure, plus the Acceptance Exposure exceeds the total CommitmentsAggregate Maximum Credit Amounts, then the Borrower Obligors shall (Ai) prepay the Borrowings their Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued and unpaid to the date of such excessprepayment, and (Bii) if any excess remains after prepaying all of the Borrowings as a result their Loans because of an LC Exposure or Acceptance Exposure, pay to the applicable Agent on behalf of the Lenders an amount equal to the excess to be held as cash collateralize such excess collateral (for either LC Exposure or Acceptance Exposure or both, as the Agents shall elect) as provided in Section 2.08(j)Sections 2.10(b) and 2.15 hereof.
(ii) Upon any redetermination or reduction of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c)2.08, if the total Revolving Credit Exposures exceeds the redetermined or adjusted reduced Borrowing BaseBase results in a Borrowing Base Deficiency, then the Borrower Obligors shall within thirty (30) days of receipt of written notice thereof from the U.S. Agent either: (A) prepay their Loans in an aggregate principal amount equal to the Borrowings Borrowing Base Deficiency, together with interest on the principal amount paid accrued and unpaid to the date of such prepayment and if a Borrowing Base Deficiency remains thereafter, because of LC Exposure or Acceptance Exposure, pay to the U.S. Agent on behalf of the Lenders an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral (for either LC Exposure or Acceptance Exposure or both, as the Agents shall elect) as provided in Sections 2.10(b) and 2.15 hereof; or (B) the U.S. Borrower shall notify the U.S. Agent (which will promptly notify the Lenders) in writing of the Obligors' election to initiate a Deficiency Period during which it will eliminate such Borrowing Base Deficiency by making five (5) consecutive monthly Deficiency Payments, the first of such payments being due and payable with the delivery to the U.S. Agent of such notice and each of the remaining payments due and payable on the same day of each month thereafter during the Deficiency Period; provided however, in the event of an acceleration of the maturity of the Notes pursuant to Section 10.01 hereof, such acceleration shall also accelerate the maturity of all outstanding and unpaid Deficiency Payments.
(iii) If, after a Transfer of any Oil and Gas Properties and the reduction in the Borrowing Base pursuant to Section 2.08(d) or Section 9.15, a Borrowing Base Deficiency exists, then the Obligors shall immediately upon such Transfer prepay their Loans in an aggregate principal amount equal to such excessBorrowing Base Deficiency, and (B) if any excess a Borrowing Base Deficiency remains after prepaying all thereafter, because of LC Exposure or Acceptance Exposure, pay to the applicable Agent on behalf of the Borrowings as a result of Lenders an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excessremaining Borrowing Base Deficiency to be held as cash collateral (for either LC Exposure or Acceptance Exposure or both, and (Bas the Agents shall elect) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (ASections 2.10(b) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date2.15 hereof.
(iv) Notwithstanding anything If the U.S. Borrower obtains funds by the sale of capital stock or any other equity offering or by the issuance of subordinated unsecured Debt to the contrary hereinextent permitted by the terms of this Agreement, and if the Borrower or any of its Subsidiaries sells any Property when at such time there exists a Borrowing Base Deficiency Deficiency, the proceeds obtained by such capital stock or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it other equity offering or any Subsidiary receives cash proceeds as a result issuance of such sale; provided that all payments required Debt shall first be used to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Datepay such Borrowing Base Deficiency.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Petrocorp Inc)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c8.12(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make 50% of such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty (120) 90 days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occursoccurs and to make the balance of such prepayment within 180 days of such date; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.12, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Plains Exploration & Production Co)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall shall, on the same Business Day, (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty ninety days (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Linn Energy, LLC)
Mandatory Prepayments. (i) If, after giving effect to If (A) as of any termination or reduction of the Aggregate Maximum Credit Amounts date on which a calculation is made pursuant to Section 2.06(b)2.1(b) hereof, the total Revolving Credit Exposures exceeds Exposure shall exceed the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, Commitment Limit and (B) if any excess remains after prepaying all as of the Borrowings date five (5) Business Days following the Borrower’s receipt of notification (whether written or oral and regardless of the source of such notification) of such excess, the Credit Exposure remains in excess of the Commitment Limit (as a result recalculated pursuant to Section 2.1(b)), the Borrower shall immediately either prepay (he outstanding balance on the Loans in an amount sufficient to cause the Credit Exposure to be equal to or less than the Commitment Limit or provide additional collateral security for the Borrower Obligations, in form and substance and pursuant to documentation acceptable to both the Administrative Agent and the Required Lenders (in their sole and absolute discretion) such that the adjusted value of an LC the collateral security for the Borrower’s Obligations is, pursuant to calculations that are acceptable in form and substance to both the Administrative Agent and the Required Lenders (in their sole and absolute discretion), equal to or in excess of the Credit Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) Upon If at any redetermination of or adjustment to time the amount of Credit Exposure shall exceed the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c)Maximum Loan Amount, if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) immediately prepay the Borrowings outstanding balance on the Loans in an aggregate principal amount equal sufficient to eliminate such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon the sale of any adjustments Advance Property by Borrower or a Subsidiary of Borrower or the sale of any direct or indirect interest in an Advance Property or of the Capital Stock of any Person holding any interest in any Advance Property, the Net Sales Proceeds of any such sale shall be paid by Borrower to the Borrowing Base pursuant Administrative Agent (for the benefit of the Lenders) within two (2) Business Days after any such sale in an amount equal to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall lesser of (A) prepay the Borrowings in an aggregate principal amount equal to one hundred percent (100%) of such excess, Net Sales Proceeds and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposureoutstanding balance on the Loan applicable to such Advance Properly, cash collateralize and such excess as provided in Section 2.08(j). The Borrower amount shall be obligated applied to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), outstanding balance on the date the adjustment occurs and (B) in the case of an adjustment Loan applicable to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Datesuch Advance Properly.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the If Borrower shall (Ai) prepay the Borrowings make a material misrepresentation in a Notice of Borrowing or an aggregate principal amount equal Officer’s Certificate or (ii) intentionally make a materially misleading disclosure in a Notice of Borrowing or an Officer’s Certificate, (hen Administrative Agent on behalf of Lenders shall be entitled to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all demand repayment of the Borrowings as a result Loan related lo the Advance Property which was the subject of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The the Notice of Borrowing or the Officer’s Certificate and Borrower shall be obligated to make repay such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iiiLoan and interest accrued thereon within thirty (30) must be made on or prior to the Termination Datedays after Administrative Agent’s demand therefor.
(v) Each prepayment All prepayments of Borrowings pursuant to Fixed LIBOR Rate Loans made under this Section 3.04(c2.3.10(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably subject to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02Make-Whole Provision.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through 2.07 (dother than Section 2.07(e)) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall shall, within thirty (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (12030) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; either (A) prepay the Borrowings in an aggregate principal amount equal to such excess, (B) notify the Administrative Agent in writing that the Borrower will prepay such excess in four (4) equal monthly installments beginning on the date that is fifteen (15) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs or (C) provide additional collateral acceptable to the Lenders, in their sole discretion, to increase the Borrowing Base to an amount that at least equals the outstanding aggregate principal balance of the Loans. If any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided that all payments in Section 2.08(j). Notwithstanding the foregoing, the Borrower shall be obligated to make such prepayment and/or deposit of cash collateral required to be made pursuant to this Section 3.04(c)(ii3.04(c)(i) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.12, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(ii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.023.02(d).
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, as applicable, then the Borrower shall either (A) prepay the Borrowings in an aggregate principal amount equal to such excess, or provide additional collateral in the form of Oil and (B) Gas Properties having proved reserves not evaluated in the most recently delivered Reserve Report or other collateral reasonably acceptable to the Administrative Agent, having value, as determined by the Administrative Agent and the Majority Lenders, equal to or greater than such excess, or a combination thereof and if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated ) or (B) prepay, subject to make such prepayment and/or cash collateralize the payment of any funding indemnification amounts required by Section 5.02 but without premium or penalty, the principal amount of such excess in not more than six (6) equal monthly installments plus accrued interest thereon with the first such monthly payment being due within one hundred twenty thirty (12030) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(ii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c8.12(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make 50% of such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty (120) 90 days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occursoccurs and to make the balance of such prepayment within 180 days of such date; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Plains Exploration & Production Co)
Mandatory Prepayments. (i) If, after After giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts Revolving Commitments pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Revolving Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excessthe difference between the new Revolving Commitments and the Revolving Credit Exposure, and (B) if any excess remains after prepaying all of the Revolving Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Revolving Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount Within five (5) Business Days of the Borrowing Base in accordance with delivery of the financial statements required by Section 2.07(a) through (d) or Section 8.13(c8.01(a), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings Term Loans during any period of time when the aggregate Term Loans outstanding exceeds $110,000,000 and thereafter when the leverage ratio referenced in Section 9.01(b) is greater than or equal to 3.0 to 1.0, in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all 50% of the Borrowings as a result of an LC ExposureExcess Cash Flow for the four quarters ending on the preceding December 31, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Datecommencing December 31, 2005.
(iii) Upon any adjustments The Borrower shall prepay the Term Loans to the Borrowing Base pursuant to extent required by Section 2.07(e9.02(f), Section 2.07(f9.04(b) and Section 9.12(e) on the date fixed for prepayment as set forth therein, in an amount equal to 100% of the principal amount due, plus, accrued and unpaid interest on the principal amount prepaid to the date of prepayment and any payments required by Section 5.02; provided that for any mandatory prepayment under Section 9.04(b), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay provide the Borrowings in an aggregate principal Term Loan Lenders with written notice of the amount equal to of such excessprepayment, and each Term Loan Lender shall have ten (B10) if any excess remains after prepaying all Business Days from receipt of such notice to notify the Borrowings as a result of an LC Exposure, cash collateralize Borrower in writing that it will accept or reject such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Datemandatory prepayment.
(iv) Notwithstanding anything to No later than thirty (30) days following the contrary herein, if date of receipt by the Borrower or any of its Subsidiaries sells of net cash proceeds in excess of $1,000,000 from any Property when a Borrowing Base Deficiency or Event of Default existsCasualty Event, then the Borrower shall (A) prepay the Borrowings Term Loans in an aggregate principal amount equal to 100% of the net cash proceeds received from such saleCasualty Event, plus accrued and unpaid interest on the principal amount prepaid to the date of prepayment and any payments required by Section 5.02; provided, however, that no such prepayment shall be required if, within thirty (B30) if any excess remains after prepaying all days following the date of receipt of such proceeds, the Borrower provides written notice to the Administrative Agent of the Borrowings as a result Borrower’s intent to reinvest the proceeds of an LC Exposuresuch Casualty Event, cash collateralize in which case the Borrower shall, directly or through one or more of its Subsidiaries, invest such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives net cash proceeds as a result within three hundred sixty-five (365) days of receipt thereof in long term productive assets of the general type used in the business of the Borrower and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets the subject of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination DateCasualty Event.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty forty-five (12045) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e9.11(d), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within two (A2) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on Business Days following the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (dSection 2.07(d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty (120) 90 days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided provided, that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.12, if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower Parent Guarantor or Borrower, as applicable, shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) such disposition or Section 9.12(e), on the date of the relevant sale or other dispositionDebt incurrence; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.Date.707081
(iv) Notwithstanding anything to the contrary herein, (A) if the Borrower or any of its Subsidiaries sells any Property when a an Event of Default or Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (Ax) if an Event of Default exists, prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such salesale and, if any net cash proceeds from such sale remain after prepaying all of the Borrowings, pay to the Administrative Agent on behalf of the Lenders an amount equal to the remaining net cash proceeds received from such sale to be held as cash collateral as provided in Section 2.08(j); provided, the Borrowing Base and Commitments hereunder shall be permanently reduced in the amount of such prepayment or deposit of cash collateral or (y) if no Event of Default exists, (I) prepay the Borrowings in an aggregate principal amount equal to the lesser of (1) the net cash proceeds received from such sale and (2) the amount by which the total Revolving Credit Exposures exceeds the Borrowing Base then in effect plus an incremental amount such that, on a pro forma basis, availability under the Borrowing Base then in effect is equal to or greater than the greater of (X) $50,000,000 or (Y) 50% of the then effective Borrowing Base, and (BII) if any excess Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of (1) the remaining net cash collateralize proceeds received from such sale (if any) and (2) the amount 707079 Section 3.04(c)(iii) amended by Thirteenth Amendment. by which the total Revolving Credit Exposures exceeds the Borrowing Base then in effect plus an incremental amount such that, on a pro forma basis, availability under the Borrowing Base then in effect is equal to or greater than the greater of (X) $50,000,000 or (Y) 50% of the then effective Borrowing Base, to be held as cash collateral as provided in Section 2.08(j), and (B) if the Parent Guarantor or any of its Subsidiaries issues any Equity Interests when a Borrowing Base Deficiency exists, then the Borrower shall (x) prepay the Borrowings in an aggregate principal amount equal to the lesser of (1) the net cash proceeds received from such issuance and (2) the amount by which the total Revolving Credit Exposures exceeds the Borrowing Base then in effect, and (y) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of (1) the remaining net cash proceeds received from such issuance (if any) and (2) the amount by which the total Revolving Credit Exposures exceeds the Borrowing Base then in effect such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral on the date it or any Subsidiary receives cash proceeds as a result of such salesale or issuance; provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall immediately (and in any event on the Business Day of such termination or reduction) (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a2.07 (other than in accordance with Section 2.07(e) through or (df)) or Section 8.13(c8.12(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days prepayments in six substantially equal monthly installments, the first of which shall be due on the thirtieth day following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments adjustment to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.11, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). Section
2.08(i) The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize collateral either on the date it or any Subsidiary receives cash proceeds as a result of such excess (A) in the case of an adjustment pursuant to Section 2.07(e) disposition or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) Permitted Additional Senior Notes are issued or Section 9.12(e)hedge positions are terminated, on the date of the relevant sale or other dispositionas applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Facility A Maximum Credit Amounts pursuant to Section 2.06(b2.03(b), the total Revolving Credit Exposures outstanding aggregate principal amount of the Facility A Loans plus the LC Exposure exceeds the total CommitmentsAggregate Facility A Maximum Credit Amounts, then the Borrower shall (Ai) prepay the Borrowings Facility A Loans on the date of such termination or reduction in an aggregate principal amount equal to such the excess, together with interest on the principal amount paid accrued to the date of such prepayment and (Bii) if any excess remains after prepaying all of the Borrowings as a result Facility A Loans because of an LC Exposure, pay to the Agent on behalf of the Lenders an amount equal to the excess to be held as cash collateralize such excess collateral as provided in Section 2.08(j)2.10(b) hereof.
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c)2.08, if the total Revolving Credit Exposures exceeds redetermined Borrowing Base is less than the redetermined or adjusted Borrowing Baseaggregate outstanding principal amount of the Facility A Loans plus the LC Exposure, then the Borrower shall within thirty (A30) days of receipt of written notice thereof: (i) prepay the Borrowings Facility A Loans in an aggregate principal amount equal to such excess, together with interest on the principal amount paid accrued to the date of such prepayment and (Bii) if any excess a Borrowing Base deficiency remains after prepaying all of the Borrowings as a result Facility A Loans because of an LC Exposure, the Borrower shall pay to the Agent on behalf of the Lenders an amount equal to such Borrowing Base deficiency to be held as cash collateralize such excess collateral as provided in Section 2.08(j2.10(b). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon receipt by the Borrower of any adjustments to the Borrowing Base adjustment payment from Amoco Production Company ("Amoco") pursuant to Section 2.07(e)4.2 or 5.2 of the Amoco Purchase and Sale Agreement, Section 2.07(f), Section 9.12(d) or Section 9.12(e), if Borrower will give written notice thereof to the total Revolving Credit Exposures exceed Agent and the Facility A Borrowing Base as adjusted, then will be automatically reduced by the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Dateadjustment.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Howell Corp /De/)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize Cash Collateralize such excess as provided in Section 2.08(j2.08(i).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c)8.13, if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize Cash Collateralize such excess as provided in Section 2.08(j2.08(i). The Borrower shall be obligated to make such prepayment and/or cash collateralize Cash Collateralize such excess within one hundred twenty (120A) in the case of a redetermination pursuant to Section 2.07(d), no later than the date that is 90 days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d); and (B) or in the case of adjustment pursuant to Section 8.13, on the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e9.11(d), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize Cash Collateralize such excess as provided in Section 2.08(j2.08(i). The Borrower shall be obligated to make such prepayment and/or cash collateralize Cash Collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through 2.07 (dother than Section 2.07(e), Section 2.07(f)) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall shall, within thirty (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (12030) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; either (A) prepay the Borrowings in an aggregate principal amount equal to such excess, (B) notify the Administrative Agent in writing that the Borrower will prepay such excess in six (6) equal monthly installments beginning on the date that is fifteen (15) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs or (C) provide additional collateral acceptable to the Lenders, in their sole discretion, to increase the Borrowing Base to an amount that at least equals the outstanding aggregate principal balance of the Loans. If any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided that all payments in Section 2.08(j). Notwithstanding the foregoing, the Borrower shall be obligated to make such prepayment and/or deposit of cash collateral required to be made pursuant to this Section 3.04(c)(ii3.04(c)(i) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.12, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(ii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant (other than Swingline Borrowings) to this Section 3.04(c3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c3.04(b) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.023.02(d).
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b)2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) Section 2.07 or Section 8.13(c)8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section Section 2.08(j). The Borrower shall be obligated to make pay all of such prepayment and/or deposit of cash collateralize such excess collateral amount within one hundred twenty forty-five (12045) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.11, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) such disposition or Section 9.12(e), on the date such incurrence of the relevant sale or other dispositionDebt; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section Section 3.04(c) shall be appliedapplied to outstanding Borrowings as directed by the Borrower or if no such direction is given, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section Section 3.02.
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty ninety days (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Linn Energy, LLC)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Revolving Credit Amounts pursuant to Section 2.06(b2.03(b), the total sum of the outstanding aggregate principal amount of the Revolving Credit Exposures Loans, plus the outstanding aggregate principal amount of the Swing Line Loans, plus the LC Obligations exceeds the total CommitmentsAggregate Maximum Revolving Credit Amounts, then the Borrower shall (Ai) prepay the Borrowings Revolving Credit Loans and the Swing Line Loans on the date of such termination or reduction in an aggregate principal amount equal to such the excess, together with interest on the principal amount paid accrued to the date of such prepayment and (Bii) if any excess remains after prepaying all of the Borrowings Revolving Credit Loans and the Swing Line Loans because of LC Obligations, pay to the Administrative Agent on behalf of the Lenders an amount equal to the excess to be held as a result of an LC Exposure, cash collateralize such excess collateral as provided in Section 2.08(j2.01(j) hereof. If, after giving effect to any termination or reduction of the Swing Line Sublimit pursuant to Section 2.03(b), the outstanding principal amount of the Swing Line Loans exceeds the Swing Line Sublimit, the Borrower shall prepay the Swing Line Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such prepayment.
(ii) Upon any redetermination or reduction of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d2.08(b) or (c) or an adjustment under Section 8.13(c8.07(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing BaseBase is less than the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, plus the aggregate principal amount of the outstanding Swing Line Loans, plus the LC Obligations (a “Deficiency”), then the Borrower shall within thirty (A30) days of such Borrowing Base redetermination do one or any combination of the following: (i) prepay the Borrowings Loans in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of together with interest on the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated principal amount paid accrued to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date of such prepayment, (ii) notify the adjustment occurs; provided Administrative Agent that all payments required to Borrower will prepay, in five (5) equal monthly installments commencing on the date of such notice and continuing on the same day the next four months (unless there is no corresponding day, in which event, it will be made pursuant to this Section 3.04(c)(ii) must be made paid on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(elast day of such month), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings Loans in an aggregate principal amount equal to such excess, together with interest on the principal amount paid accrued to the date of such prepayment; and/or (iii) provide additional collateral acceptable to the Administrative Agent on Oil and Gas Properties or other assets sufficient to increase the Borrowing Base to an amount at least equal to the aggregate outstanding principal amounts of the Loans (B) and in connection therewith provide to the Administrative Agent such Engineering Reports as the Administrative Agent may reasonably request), and if any excess a Deficiency remains after prepaying all of the Borrowings Revolving Credit Loans and Swing Line Loans because of LC Obligations, the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such Deficiency to be held as cash collateral as provided in Section 2.01(j).
(iii) If, as a result of an LC Exposureany reduction of the Borrowing Base for any reason (including as a result of a disposition of Oil and Gas Properties, cash collateralize such excess the issuance of Debt or the termination of transactions under Hedge Agreements) other than as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in a result of the case redetermination of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d2.08(b) or Section 9.12(e(c), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default existsshall exist, then the Borrower shall promptly, and in any event within two (A2) Business Days prepay the Borrowings Loans in an aggregate principal amount equal to such excess, together with interest on such principal amount to the net cash proceeds received from date of such saleprepayment, and (B) if any excess a Deficiency remains after prepaying all of the Borrowings Loans because of LC Obligations, the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such Deficiency to be held as a result of an LC Exposure, cash collateralize such excess collateral as provided in Section 2.08(j2.01(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty sixty (12060) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.13, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Plains Exploration & Production Co)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts or, prior to the Investment Grade Changeover Date, Aggregate Elected Commitment Amount pursuant to Section 2.06(b)) or Section 2.07A, the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall immediately (A) prepay the Borrowings and in any event on the date Business Day of such termination or reduction reduction) o prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) o if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) . • Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a2.07 (other than Section 2.07(e) through (dand Section 2.07(f)) or Section 8.13(c), if the total Revolving Credit Exposures Exposure exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) o prepay the Borrowings in an aggregate principal amount equal to such excess, and o if the Borrower prepays such Borrowings pursuant to clause (BA) if of this subsection and any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty ninety (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occursoccurs (and may make such prepayment and/or deposit at any time and from time to time, in whole or in part, prior to the end of such 90-day period); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii. Notwithstanding the foregoing, this Section 3.04(c)(ii) shall not apply at any time on or after the Investment Grade Changeover Date. • Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) 9.05(n)(iii), or Section 9.12(e9.12(d), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) o prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) o if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), collateral on the date of such termination, creation of offsetting positions or designation or on the relevant sale date on which it receives cash proceeds as a result of such issuance or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv. Notwithstanding the foregoing, this Section 3.04(c)(iii) shall not apply at any time on or after the Investment Grade Changeover Date. • Notwithstanding anything to the contrary herein, if the Borrower or any of its Restricted Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) o prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) o if any excess remains after prepaying all of the Borrowings as a result of an and there exists any LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of such excess and the amount of such LC Exposure to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral on the date it or any Restricted Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(iv) must be made on or prior to the Termination Date.
(v. Notwithstanding the foregoing, this Section 3.04(c)(iv) shall not apply at any time on or after the Investment Grade Changeover Date. • Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) . • Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to (a) make at least half of such prepayment and/or deposit of cash collateralize collateral within sixty days (60) following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs and (b) to make the remaining portion of such excess prepayment and/or deposit of cash collateral within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(ii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a2.07 (other than pursuant to Section 2.07(e) through (dor Section 2.07(f)) or Section 8.13(c), if the total Revolving Credit Exposures Exposure exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty ninety (12090) days following the later of its receipt of date it receives the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occursoccurs pursuant to Section 8.13(c); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments adjustment to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e9.12(d), if the total Revolving Credit Exposures exceed Exposure exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of that the relevant sale or other dispositiondisposition occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Rex Energy Corp)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (Aa) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (Bb) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d2.07(c) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (Ac) prepay the Borrowings in an aggregate principal amount equal to such excess, and (Bd) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty ninety (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) 8.18 or Section 9.12(e)9.13, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (Ae) prepay the Borrowings in an aggregate principal amount equal to such excess, and (Bf) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) it or Section 9.12(e), on the date of the relevant sale or other any Restricted Subsidiary consummates such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary hereinIf, if at any time the Borrower or any Restricted Subsidiary receives net cash proceeds from the sale, transfer or other disposition of its Subsidiaries sells Property or termination or unwinding of any Property when Swap Agreements or other hedge positions, and an Event of Default has occurred and is continuing or a Borrowing Base Deficiency or Event of Default then exists, then the Borrower shall promptly use all of such net cash proceeds (A) in the case of an Event of Default, to prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated , and (B) in the case of a Borrowing Base Deficiency, to make such prepayment and/or cash collateralize such repay the excess on of the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to total Revolving Credit Exposures over the Termination DateBorrowing Base then in effect.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Senior Revolving Credit Agreement (Rosetta Resources Inc.)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize collateral in an amount equal to at least fifty percent (50%) of such excess within one hundred twenty sixty (12060) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, with the balance of such excess being due and payable within one hundred twenty (120) days following the receipt of such New Borrowing Base Notice or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.13, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Restricted Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Senior Revolving Credit Agreement (Rosetta Resources Inc.)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts or Aggregate Elected Commitment Amounts pursuant to Section 2.06(a)(ii) or Section 2.06(b), as applicable, the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (Aa) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (Bb) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a2.07 (other than Section 2.07(e) through (dand Section 2.07(f)) or Section 8.13(c), if the total Revolving Credit Exposures Exposure exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (Aa) prepay the Borrowings in an aggregate principal amount equal to such excess, and (Bb) if the Borrower prepays such Borrowings pursuant to clause (a) of this subsection and any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty ninety (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occursoccurs (and may make such prepayment and/or deposit at any time and from time to time, in whole or in part, prior to the end of such 90-day period); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) 9.05(m)(ii), or Section 9.12(e9.12(d), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (Aa) prepay the Borrowings in an aggregate principal amount equal to such excess, and (Bb) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), collateral on the date of such termination, creation of offsetting positions or designation or on the relevant sale date on which it receives cash proceeds as a result of such issuance or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Restricted Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (Aa) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (Bb) if any excess remains after prepaying all of the Borrowings as a result of an and there exists any LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of such excess and the amount of such LC Exposure to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral on the date it or any Restricted Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Viper Energy Partners LP)
Mandatory Prepayments. The Loans shall be subject to mandatory prepayment in accordance with the following provisions:
(a) IF OUTSTANDING REVOLVING LOANS AND LETTER OF CREDIT OUTSTANDINGS EXCEED TOTAL GENERAL REVOLVING COMMITMENT. If on any date (after giving effect to any other payments on such date) the sum of (i) the aggregate outstanding principal amount of Revolving Loans PLUS (ii) the aggregate amount of Letter of Credit Outstandings, exceeds the Total General Revolving Commitment as then in effect, the Borrower shall prepay on such date that principal amount of Swing Line Revolving Loans and, after Swing Line Revolving Loans have been paid in full, General Revolving Loans, and after General Revolving Loans have been paid in full, Unpaid Drawings, in an aggregate amount at least equal to such excess and conforming in the case of partial prepayments of Revolving Loans to the requirements as to the amounts of prepayments of Revolving Loans which are contained in section 5.
1. If, after giving effect to any termination or reduction the prepayment of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b)Revolving Loans and Unpaid Drawings, the total Revolving aggregate amount of Letter of Credit Exposures Outstandings exceeds the total CommitmentsTotal General Revolving Commitment as then in effect, then the Borrower shall (A) prepay pay to the Borrowings on the date of such termination or reduction Administrative Agent an amount in an aggregate principal amount cash and/or Cash Equivalents equal to such excess, excess and (B) if any excess remains after prepaying all the Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrowings as Borrower hereunder in respect of Letters of Credit pursuant to a result of an LC Exposure, cash collateralize such excess as provided collateral agreement to be entered into in Section 2.08(jform and substance reasonably satisfactory to the Administrative Agent and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent and the Borrower until the proceeds are applied to the secured obligations).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall shall, on the same Business Day, (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal Houston 3931255v.7 amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty ninety days (12090) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e9.12(d), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) such termination, creation of offsetting positions or Section 9.12(e)disposition, on the date of the relevant sale or other dispositionas applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to If, at any time after the contrary hereinEffective Date, if the Borrower or issues additional Funded Debt and any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (Aa) use 100% of the Net Cash Proceeds from the issuance of such Funded Debt to prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such saleexcess, and (Bb) if any excess remains after prepaying all of the Borrowings if, as a result of an LC Exposure, any Borrowing Base Deficiency remains after prepaying all of the Borrowings, deposit with the Administrative Agent on behalf of the Lenders an amount equal to the lesser of such LC Exposure and any remaining Net Cash Proceeds to be held as cash collateralize such excess collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess on collateral as soon as practical, and in any event no later than the date Business Day after it or any Subsidiary receives cash proceeds such Net Cash Proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Dateissuance of Funded Debt.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable Houston 3931255v.7 thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
(vii) If there is less than $350,000,000 in availability under this Agreement after giving effect to any adjustment to the Borrowing Base pursuant to Section 9.12, then the Borrower shall (A) use 100% of the Net Cash Proceeds from any Asset Sale to prepay the Borrowings until there is at least $350,000,000 in availability under this Agreement after giving effect to any adjustments to the Borrowing Base pursuant to Section 9.12 and (B) if, as a result of an LC Exposure, any Borrowing Base Deficiency remains after prepaying all of the Borrowings, deposit with the Administrative Agent on behalf of the Lenders an amount equal to the lesser of such LC Exposure and any remaining Net Cash Proceeds to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral as soon as practicable and in any event no later than the Business Day after it or any Subsidiary receives such Net Cash Proceeds as a result of such Asset Sale.
Appears in 1 contract
Sources: Credit Agreement (Linn Energy, LLC)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Revolving Credit Amounts pursuant to Section 2.06(bSection 2.07(b), the total Revolving Credit Exposures exceeds the total Revolving Credit Commitments, then the Borrower shall (A) prepay the Borrowings of Revolving Loans on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings of the Revolving Loans as a result of an any LC Exposure, cash collateralize Cash Collateralize such excess as provided in Section 2.08(jSection 2.09(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(aSection 2.08(a) through (d) or Section 8.13(c(d), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings of Revolving Loans in an aggregate principal amount equal to such excess and/or add to the Mortgaged Property Oil and Gas Properties having value, as determined by the Administrative Agent and the Required Revolving Credit Lenders, equal to or greater than such excess, or a combination thereof and (B) if any excess remains after prepaying all of the Borrowings of Revolving Loans or adding such Oil and Gas Properties to the Mortgaged Property as a result of an any LC Exposure, cash collateralize Cash Collateralize such excess as provided in Section 2.08(jSection 2.09(j). The Borrower shall be obligated to make such prepayment prepayment, add such Oil and Gas Properties and/or cash collateralize Cash Collateralize such excess within one hundred twenty (120A) in the case of a redetermination pursuant to Section 2.08(a) through (d), no later than the date that is 90 days following the later of its receipt of date it receives the New Borrowing Base Notice in accordance with Section 2.07(dSection 2.08(d); and (B) or in the case of adjustment pursuant to Section 2.08(e) on the date the adjustment occurs; provided that all payments required to be made pursuant to this Section Section 3.04(c)(ii) must be made on or prior to the Revolving Loan Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(dSection 2.08(f) or Section 9.12(eSection 9.11(d), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings of Revolving Loans in an aggregate principal amount equal to such excess or add to the Mortgaged Property Oil and Gas Properties having value, as determined by the Administrative Agent and the Required Revolving Credit Lenders, equal to or greater than such excess, or implement a combination thereof, and (B) if any excess remains after prepaying all of the Borrowings of Revolving Loans or adding such Oil and Gas Properties to the Mortgaged Property as a result of an any LC Exposure, cash collateralize Cash Collateralize such excess as provided in Section 2.08(jSection 2.09(j). The Borrower shall be obligated to make such prepayment prepayment, add such Oil and Gas Properties and/or cash collateralize Cash Collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(dSection 2.08(f) or Section 9.12(eSection 9.11(d), on or prior to the Business Day following the date of that the relevant Liquidation, sale or other dispositiondisposition occurs; provided that all payments required to be made pursuant to this Section Section 3.04(c)(iii) must be made on or prior to the Revolving Loan Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date[Intentionally Omitted].
(v) [Intentionally Omitted].
(vi) [Intentionally Omitted].
(vii) Each prepayment of Borrowings pursuant to this Section 3.04(c) Section 3.04 shall be applied, first, first applied ratably to any ABR Borrowings then outstanding, and, second, outstanding and thereafter to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viviii) Each prepayment of Borrowings pursuant to this Section Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section Section 3.02.
(ix) Notwithstanding anything to the contrary herein, if a Borrowing Base Deficiency exists at the time any mandatory prepayment of Loans is required hereunder, any such prepayment amounts shall be applied to prepay Revolving Loans and/or to Cash Collateralize such excess as provided in Section 2.09(j).
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Mandatory Prepayments. (ia) If on any date the sum of the aggregate outstanding Principal Amount of Revolving Credit Loans and Bid Loans (all the foregoing, collectively, the "Aggregate Loan Outstandings") exceeds the Commitments as then in effect, the Borrowers shall repay no later than the next following Business Day the principal amount of Revolving Credit Loans in an aggregate Principal Amount equal to such excess. If, after giving effect to any termination or reduction the prepayment of the Aggregate Maximum all outstanding Revolving Credit Amounts pursuant to Section 2.06(b)Loans as set forth above, the total Revolving Credit Exposures exceeds remaining Aggregate Loan Outstandings exceed the total Commitments, then the Borrower Borrowers shall (A) prepay repay on such date the Borrowings on the date principal of such termination or reduction Bid Loans in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j).
(iib) Upon If on any redetermination date on which Dollar Equivalents are determined, pursuant to Section 1.03(b), the sum of or adjustment to the aggregate outstanding Principal Amount of Revolving Credit Loans and Bid Loans constituting Alternate Currency Loans exceeds $12,500,000, the UK Borrower shall repay no later than the next following Business Day the principal amount of the Borrowing Base in accordance with Section 2.07(a) through (d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings Loans constituting Alternate Currency Loans in an aggregate principal amount Principal Amount equal to such excess. If, and (B) if any excess remains after prepaying giving effect to the prepayment of all outstanding Revolving Credit Loans constituting Alternate Currency Loans as set forth above, the aggregate outstanding Principal Amount of Bid Loans constituting Alternate Currency Loans exceeds $12,500,000, the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The UK Borrower shall be obligated to make repay on such prepayment and/or cash collateralize such excess within one hundred twenty (120) days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings Bid Loans constituting Alternate Currency Loans in an aggregate principal amount Principal Amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through 2.07 (dother than Section 2.07(e)) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to (A) make half of such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty forty-five (12045) days and (B) make the other half of such prepayment and/or deposit of cash collateral within ninety (90) days, in each case, following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occursoccurs ; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one (A1) in the case Business Day of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), on the date the adjustment occurs and (B) in the case of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale later of (1) such adjustment and (2) the date it receives cash proceeds or other consideration as a result of such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything If the Purchase Price (as defined in the Acquisition Agreement) is adjusted downward or any portion thereof is refunded to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default existsAffiliates under the Acquisition Agreement after the Effective Date, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, adjustment or refund and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess on collateral within one (1) Business Day of the date it or any Subsidiary receives cash proceeds or other consideration as a result of such salethereof; provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d2.07, Section 8.12(c) or Section 8.13(c9.02(a)(ix), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make 50% of such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty (120) 90 days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occursoccurs and to make the balance of such prepayment within 180 days of such date; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) or Section 9.12(e), on the date of the relevant sale or other such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything to the contrary herein, if the Borrower or any of its Subsidiaries sells any Property when a Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(viv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
Appears in 1 contract
Sources: Credit Agreement (Plains Exploration & Production Co)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (d) 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j2.08(i). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess within one hundred twenty (120) days prepayments in six equal monthly installments, the first of which shall be due on the thirtieth day following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs); provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e), if the total Revolving Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) such termination, creation of offsetting positions or Section 9.12(e)disposition, on the date of the relevant sale or other dispositionas applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(iv) Notwithstanding anything Upon any adjustment to the contrary hereinBorrowing Base pursuant to Section 2.07(e) or Section 9.12, if the Borrower or any of its Subsidiaries sells any Property when a total Revolving Credit Exposures exceeds the Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such sale, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize such excess on the date it or any Subsidiary receives cash proceeds as a result of such sale; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.as
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Sources: Credit Agreement (Cimarex Energy Co)
Mandatory Prepayments. (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).
(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through (dSection 2.07(d) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral within one hundred twenty (120) 90 days following the later of its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs; provided provided, that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.
(iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f), Section 9.12(d) or Section 9.12(e)9.12, if the total Revolving Credit Exposures exceed exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower Parent Guarantor or Borrower, as applicable, shall be obligated to make such prepayment and/or deposit of cash collateralize such excess (A) in the case of an adjustment pursuant to Section 2.07(e) or Section 2.07(f), collateral on the date the adjustment occurs and (B) in the case it or any Subsidiary receives cash proceeds as a result of an adjustment to the Borrowing Base pursuant to Section 9.12(d) such disposition or Section 9.12(e), on the date of the relevant sale or other dispositionDebt incurrence; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.Date.59
(iv) Notwithstanding anything to the contrary herein, (A) if the Borrower or any of its Subsidiaries sells any Property when a aan Event of Default or Borrowing Base Deficiency or Event of Default exists, then the Borrower shall (AA)x) if an Event of Default exists, prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds received from such salesale and, if any net cash proceeds from such sale remain after prepaying all of the Borrowings, pay to the Administrative Agent on behalf of the Lenders an amount equal to the remaining net cash proceeds received from such sale to be held as cash collateral as provided in Section 2.08(j); provided, the Borrowing Base and Commitments hereunder shall be permanently reduced in the amount of such prepayment or deposit of cash collateral or (y) if no Event of Default exists, (I) prepay the Borrowings in an aggregate principal amount equal to the lesser of (1) the net cash proceeds received from such sale and (2) the amount by which the total Revolving Credit Exposures exceeds the Borrowing Base then in effect plus an incremental amount such that, on a pro forma basis, availability under the Borrowing Base then in effect is equal to or greater than the greater of (X) $50,000,000 or (Y) 50% of the then effective Borrowing Base, and (BBII) if any excess excessBorrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of (1) the remaining net cash collateralize proceeds received from such sale (if any) and (2) the amount by which the total Revolving Credit Exposures exceeds the Borrowing Base then in effect plus an incremental amount such that, on a pro forma basis, availability under the Borrowing Base then in effect is equal to or greater than the greater of (X) $50,000,000 or (Y) 50% of the then effective Borrowing Base, to be held as cash collateral as provided in Section 2.08(j), and (B) if the Parent Guarantor or any of its Subsidiaries issues any Equity Interests when a Borrowing Base Deficiency exists, then the Borrower shall (x) prepay the Borrowings in an aggregate principal amount equal to the lesser of (1) the net cash proceeds received from such issuance and (2) the amount by which the total Revolving Credit Exposures exceeds the Borrowing Base then in effect, and (y) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of (1) the remaining net cash proceeds received from such issuance (if any) and (2) the amount by which the total Revolving Credit Exposures exceeds the Borrowing Base then in effect such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateralize such excess collateral on the date it or any Subsidiary receives cash proceeds as a result of such salesale or issuance; provided that all payments required to be made pursuant to this Section 3.04(c)(iii3.04(c)(iv) must be made on or prior to the Termination Date.
(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority 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.
(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.
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