Permitted Entrada Transaction

Permitted Entrada Transaction. (i) the sale, conveyance and assignment by the Borrower or any of its Subsidiaries of a portion of the Entrada Assets to CIECO in accordance with the terms of the CIECO PSA and the other CIECO PSA Documents, (ii) the contribution by the Borrower and/or CPOC of all or any portion of its remaining ownership interests in the Entrada Assets to the Entrada Entity, which contribution may occur either prior to, contemporaneously with or after the sale, conveyance and assignment contemplated in the... immediately preceding clause (i), which Entrada Entity and/or its assets may be managed or operated under one or more management services agreements, contract operating agreements or similar agreements with the Borrower or any of its Subsidiaries, including, without limitation, CPOC, (iii) the incurrence by the Entrada Entity of Debt, the proceeds of which are to be used to fund the costs and expenses incurred to develop and/or produce its interests in the Entrada Assets pursuant to and in accordance with the CIECO Credit Agreement and the other CIECO Loan Documents, (iv) the granting of Liens on (w) the Entrada Assets, (x) all other assets of the Entrada Entity, (y) the equity interests of the Entrada Entity, and/or (z) any segregated deposit accounts established and maintained by Borrower or any of its Subsidiaries to hold only loan proceeds of such Debt pending disbursement and/or any revenues and proceeds of production or other amounts attributable to the Entrada Assets or the Entrada Entity, in each case to secure such Debt, and (v) the contribution or advance by the Borrower or any of its other Subsidiaries of additional cash or other assets to the Entrada Entity from time to time not to exceed, in the aggregate at any time outstanding, the greater of (x) the aggregate amount of dividends, distributions or repayment of advances made by the Entrada Entity to the Borrower or any of its other Subsidiaries net of any outstanding contributions or advances previously made under this clause (v), and (y) $10,000,000, and (vi) the indemnification of any Person against loss from the failure of the Entrada Entity to comply with, or the guarantee of performance by the Entrada Entity of, certain of its obligations arising under or related to the documents and agreements evidencing or governing its Debt or relating to the development and operations of its assets (other than the obligation of the Entrada Entity to repay the principal and interest of the Debt described in clause (iii) of this definition) by the Borrower or any of its other Subsidiaries in accordance with the terms of the CIECO Loan Documents. View More