SHALL NOT BE MADE THAT WOULD RESULT IN THE REMAINING AGGREGATE OUTSTANDING
PRINCIPAL AMOUNT THEREOF BEING LESS THAN THE MINIMUM PRINCIPAL AMOUNT THAT WOULD
BE REQUIRED IN RESPECT OF A BORROWING OF SIMILAR EURODOLLAR LOANS.
EACH
PREPAYMENT IN RESPECT OF ANY BORROWING SHALL BE APPLIED PRO RATA AMONG THE LOANS
COMPRISING SUCH BORROWING.
THE
61
NOTICE PROVISIONS, THE PROVISIONS WITH RESPECT TO THE MINIMUM AMOUNT OF ANY
PREPAYMENT AND THE PROVISIONS REQUIRING PREPAYMENTS IN INTEGRAL MULTIPLES ABOVE
SUCH MINIMUM AMOUNT ARE FOR THE BENEFIT OF ADMINISTRATIVE AGENT AND MAY BE
WAIVED UNILATERALLY BY ADMINISTRATIVE AGENT.
4.5
MANDATORY PREPAYMENTS.
(A)
PREPAYMENT OF LOANS UPON OVERADVANCE.
THE BORROWERS SHALL PREPAY
THE OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS ON ANY DATE ON WHICH THE AGGREGATE
OUTSTANDING PRINCIPAL AMOUNT OF SUCH LOANS TOGETHER WITH THE L/C OBLIGATIONS
(AFTER GIVING EFFECT TO ANY OTHER REPAYMENTS OR PREPAYMENTS ON SUCH DAY) EXCEEDS
THE AGGREGATE COMMITMENTS.
(B)
MANDATORY PREPAYMENT UPON A CHANGE OF CONTROL.
SIMULTANEOUSLY
WITH ANY CHANGE OF CONTROL, THE COMMITMENTS SHALL BE REDUCED TO ZERO AND THE
BORROWERS SHALL PREPAY, IN FULL, THE OUTSTANDING PRINCIPAL AMOUNT OF ANY
OUTSTANDING LOANS (AND CASH COLLATERALIZE ANY OUTSTANDING L/C OBLIGATIONS IN AN
AMOUNT EQUAL TO 105% OF THE L/C OBLIGATIONS), TOGETHER WITH ALL ACCRUED
INTEREST, FEES, AND OTHER EXPENSES INCURRED BY ADMINISTRATIVE AGENT, THE FACING
BANK OR THE LENDERS AS A RESULT OF SUCH CHANGE IN CONTROL AND PREPAYMENT.
(C)
MANDATORY PREPAYMENT UPON EXCEEDING BORROWING BASE.
AT ANY TIME
OTHER THAN DURING AN INTERIM ADVANCE PERIOD THAT THE AGGREGATE PRINCIPAL AMOUNT
OF LOANS AND L/C OBLIGATIONS OUTSTANDING EXCEEDS THE LESSER OF (I) THE BORROWING
BASE OR (II) THE BORROWING BASE AS COMPUTED ON THE PRO FORMA BORROWING BASE
CERTIFICATE DELIVERED TO ADMINISTRATIVE AGENT PURSUANT TO SECTION 4.5(E), THE
BORROWERS SHALL ON SUCH BUSINESS DAY (X) REPAY THE LOANS IN AN AMOUNT EQUAL TO
SUCH EXCESS, AND (Y) THEREAFTER, TO THE EXTENT OF ANY REMAINING EXCESS, PROVIDE
CASH COLLATERAL IN AN AMOUNT EQUAL TO 105% OF THE L/C OBLIGATIONS TO CASH
COLLATERALIZE L/C OBLIGATIONS.
ANY CASH REQUIRED TO CASH COLLATERALIZE
OBLIGATIONS PURSUANT TO THIS SECTION 4.5(C) (THE "BORROWING BASE CASH COLLATERAL
AMOUNT") SHALL BE DEPOSITED OR RETAINED IN THE MASTER COLLECTION ACCOUNT AND
SHALL CONSTITUTE CASH COLLATERAL SUBJECT TO RELEASE OR APPLICATION TO THE
OBLIGATIONS AS PROVIDED HEREIN OR IN THE SECURITY DOCUMENTS.
(D)
MANDATORY PREPAYMENT OF LOANS AFTER EVENT OF DEFAULT.
UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, AT 5:00 P.M. (NEW
YORK CITY TIME) ON ANY BUSINESS DAY ON WHICH LOANS ARE OUTSTANDING AND FUNDS ARE
ON DEPOSIT IN THE MASTER COLLECTION ACCOUNT, COLLATERAL AGENT SHALL TRANSFER
FROM THE MASTER COLLECTION ACCOUNT AN AMOUNT EQUAL TO THE MASTER COLLECTION
ACCOUNT BALANCE FIRST, TO PREPAY OUTSTANDING LOANS AND SECOND TO CASH
COLLATERALIZE OUTSTANDING LETTERS OF CREDIT IN AN AMOUNT EQUAL TO 105% OF THE
L/C OBLIGATIONS, AND THIRD, AT FUNDS ADMINISTRATOR'S REQUEST TO ANY ACCOUNTS
ESTABLISHED OR MAINTAINED IN COMPLIANCE WITH THE PROVISIONS OF SECTION 8.15.
(E)
MANDATORY PREPAYMENT AFTER ASSET DISPOSITION.