Common use of Mandatory Prepayment of Loans Clause in Contracts

Mandatory Prepayment of Loans. (a) Except as otherwise provided in Section 2.12(b), in the event a Borrowing Base Deficiency exists, the Borrower shall either (a) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, by instruments satisfactory in form and substance to the Required Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, or prepay, without premium or penalty, the principal amount of the Loans in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (b) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, elect to prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon with the first such monthly payment being due upon the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency. In the event Aggregate Credit Exposure exceeds the Aggregate Commitment at any time, the Borrower shall, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, immediately prepay the principal amount of the Loans in an amount sufficient to eliminate such excess.

Mandatory Prepayment of Loans. (a) Except as otherwise provided in Section 2.12(b) and 2.12(c), in the event a Borrowing Base Deficiency exists, the Borrower shall either (a) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, by instruments satisfactory in form and substance to the Required Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, or prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, the principal amount of the Loans in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (b) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, elect to prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon with the first such monthly payment being due upon the 30th thirtieth (30th) day after the Borrower’s receipt of notice of such Borrowing Base Deficiency. In Amounts applied to pay the event Aggregate Credit Exposure exceeds Loans pursuant to this Section 2.12(a) shall be applied ratably to pay the Aggregate Commitment at any time, the Borrower shall, subject then outstanding Loans (both Revolving Loans and Term Loans). With respect to the payment portion of any funding indemnification amounts required by such payments applied to pay the Revolving Loans, such payments shall be applied to the Revolving Borrowings in the order specified in Section 2.17 but without premium or penalty2.12(e) and with respect to the portion of such payments applied to pay the Term Loans, immediately prepay such payments shall be applied to the principal amount of Term Loan Borrowings in the Loans order specified in an amount sufficient to eliminate such excessSection 2.12(f).

Mandatory Prepayment of Loans. (a) Except as otherwise provided in Section 2.12(b), in the event a Borrowing Base Deficiency exists, the Borrower shall either (a) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, by instruments satisfactory in form and substance to the Required Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, or prepay, without premium or penalty, the principal amount of the Loans in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (b) provided the IPO Date has occurred, within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, elect to prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon with the first such monthly payment being due upon the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency. In the event Aggregate Credit Exposure exceeds the Aggregate Commitment at any time, the Borrower shall, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, immediately prepay the principal amount of the Loans in an amount sufficient to eliminate such excess.

Mandatory Prepayment of Loans. (a) Except as otherwise provided in Section 2.12(b), in the event a Borrowing Base Deficiency exists, the Borrower shall either (a) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, by instruments satisfactory in form and substance to the Required Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, or prepay, without premium or penalty, the principal amount of the Loans in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (b) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, elect to prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon with the first such monthly payment being due upon the 30th thirtieth (30th) day after the Borrower’s receipt of notice of such Borrowing Base Deficiency. In the event Aggregate Credit Exposure exceeds the Aggregate Commitment at any time, the Borrower shall, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, immediately prepay the principal amount of the Loans in an amount sufficient to eliminate such excess.

Mandatory Prepayment of Loans. (a) Except as otherwise provided in Section 2.12(b) and 2.12(c), in the event a Borrowing Base Deficiency exists, the Borrower shall either (a) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, by instruments satisfactory in form and substance to the Required Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, or prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, the principal amount of the Loans in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (b) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, elect to prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon with the first such monthly payment being due upon the 30th thirtieth (30th) day after the Borrower’s receipt of notice of such Borrowing Base Deficiency. In the event Aggregate Credit Exposure exceeds the Aggregate Commitment at any time, the Borrower shall, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, immediately prepay the principal amount of the Loans in an amount sufficient to eliminate such excess.

Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (b), (c), (d) and (e) of this Section 2.12(b)2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall either shall, within thirty (a) within fifteen (1530) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to the Required LendersAdministrative Agent, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, or (ii) prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency Deficiency, (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (biii) within fifteen (15) days after written notice from notify the Administrative Agent to the Borrower of such Borrowing Base Deficiency, elect that it intends to prepay, without premium or penalty (but subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty2.16), the principal amount of such Borrowing Base Deficiency in not more than six five (65) equal monthly installments plus accrued interest thereon with and make the first such monthly payment being due upon on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and (iii) above to eliminate such Borrowing Base Deficiency. Upon any redetermination or adjustment to the Borrowing Base as a result of a Disposition of any Borrowing Base Properties (including a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j), the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent. Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and in any event by the later of (A) the date that is one (1) Business Day after the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification or (B) the date of such redetermination or adjustment to the Borrowing Base. [Reserved.] In the event that the Aggregate Credit Exposure exceeds the Aggregate Commitment lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at any such time, the Borrower shallshall immediately prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty2.16, immediately prepay the principal amount of the Loans in an amount sufficient (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess. Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest to the extent required by Section 2.13 and any funding indemnification amounts required by Section 2.16.

Mandatory Prepayment of Loans. (a) In the event Aggregate Credit Exposure exceeds the Aggregate Commitment at any time, the Borrower shall, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, immediately prepay the principal amount of the Loans in an amount sufficient to eliminate such excess. Except as otherwise provided in Section 2.12(b), in the event a Borrowing Base Deficiency exists, the Borrower shall either (a) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, by instruments satisfactory in form and substance to the Required Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, or prepay, without premium or penalty, the principal amount of the Loans in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (b) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, elect to prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon with the first such monthly payment being due upon the 30th day after the Borrower’s 's receipt of notice of such Borrowing Base Deficiency. In the event Aggregate Credit Exposure exceeds the Aggregate Commitment at any time, the Borrower shall, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, immediately prepay the principal amount of the Loans in an amount sufficient to eliminate such excess.

Mandatory Prepayment of Loans. (a) Except as otherwise provided in Section 2.12(b2.11(b) and 2.11(c), in the event a Borrowing Base Deficiency exists, the Borrower shall either shall, within ten (a) within fifteen (1510) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, notify the Administrative Agent that the Borrower intends to take one or more of the following actions: (i) to provide the Lenders, within 30 days thereafter and by instruments reasonably satisfactory in form and substance to the Required LendersAdministrative Agent, provide the Lenders with additional security consisting of Oil oil and Gas Interests gas properties with a value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, or (ii) within 30 days thereafter to prepay, without premium or penalty, the principal amount of the Loans in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (b) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, elect (iii) to prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, prepay the principal amount of such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon with and to make the first such monthly payment being due upon on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency. In the event Aggregate Credit Exposure exceeds the Aggregate Commitment at any time, the Borrower shallor (iv) by a combination of such additional security and such prepayments, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, immediately prepay the principal amount of the Loans in an amount sufficient to eliminate such excess.Borrowing Base Deficiency. Thereafter the Borrower shall timely take the actions it has elected and in any event within the time specified with respect to the foregoing clauses (i) and (ii). CONCHO AMENDED AND RESTATED CREDIT AGREEMENT

Mandatory Prepayment of Loans. (a) Except as otherwise provided in Section 2.12(b), in the event a Borrowing Base Deficiency exists, the Borrower shall either (a) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, by instruments satisfactory in form and substance to the Required Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, or prepay, without premium or penalty, the principal amount of the Loans in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (b) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, elect to prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon with the first such monthly payment being due upon the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency. In the event Aggregate Credit Exposure exceeds the Aggregate Commitment at any time, the Borrower shall, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, immediately prepay the principal amount of the Loans in an amount sufficient to eliminate such excess.

Mandatory Prepayment of Loans. (a) Except as otherwise provided in Section 2.12(b2.11(b), in the event a Borrowing Base Deficiency exists, the Borrower shall either shall, within ten (a) within fifteen (1510) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, notify the Administrative Agent that the Borrower intends to take one or more of the following actions: (i) to provide the Lenders, within 30 days thereafter and by instruments reasonably satisfactory in form and substance to the Required LendersAdministrative Agent, provide the Lenders with additional security consisting of Oil oil and Gas Interests gas properties with a value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, or (ii) within 30 days thereafter to prepay, without premium or penalty, the principal amount of the Loans in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (b) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, elect (iii) to prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, prepay the principal amount of such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon with and to make the first such monthly payment being due upon on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency, or (iv) by a combination of such additional security and such prepayments, to eliminate such Borrowing Base Deficiency. In the event Aggregate Credit Exposure exceeds the Aggregate Commitment at any time, Thereafter the Borrower shall, shall timely take the actions it has elected and in any event within the time specified with respect to the foregoing clauses (i) and (ii). Any prepayment pursuant to this subsection (a) shall be without premium or penalty but subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, immediately prepay the principal amount of the Loans in an amount sufficient to eliminate such excess2.16.

Mandatory Prepayment of Loans. (a) Except as otherwise provided in Section 2.12(b), in the event a Borrowing Base Deficiency exists, the Borrower shall either (a) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, by instruments satisfactory in form and substance to the Required Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, or prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, the principal amount of the Loans in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (b) within fifteen (15) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, elect to prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon with the first such monthly payment being due upon the 30th thirtieth (30th) day after the Borrower’s receipt of notice of such Borrowing Base Deficiency. In the event Aggregate Credit Exposure exceeds the Aggregate Commitment at any time, the Borrower shall, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, immediately prepay the principal amount of the Loans in an amount sufficient to eliminate such excess.