Borrowing Base Adjustments. The Administrative Agent or the Required Lenders may, in their Permitted Discretion (x) in reviewing the collateral components of the Revolving Borrowing Base and the Collateral Amount or the business, assets, operations or financial condition of the Loan Parties taken as a whole at any time, (y) after completion of any evaluation or any appraisal contemplated by Section 5.09(a) or Section 5.09(b) or (z) upon the occurrence and during the continuation of a Default, from time to time (a) decrease the advance rates for the Revolving Borrowing Base or the Collateral Amount, (b) establish and revise reserves reducing the amount of Eligible Coinstar Receivables, Eligible Credit Card Accounts Receivable, Eligible Third Party Insurance Provider Accounts Receivable, Eligible Inventory, Eligible Leaseholds, Eligible Real Estate or Scripts and (c) impose additional eligibility criteria to be applicable to Eligible Coinstar Receivables, Eligible Credit Card Accounts Receivable, Eligible Third Party Insurance Provider Accounts Receivable, Eligible Inventory, Eligible Leaseholds, Eligible Real Estate or Scripts; provided that any such adjustment described in clause (a), (b) or (c) above shall be made only in the event that the Administrative Agent or the Required Lenders reasonably determine (based upon an evaluation or appraisal referred to in Section 5.09(a) or Section 5.09(b) or other objectively determinable facts or circumstances) that the Revolving Borrowing Base or the Collateral Amount, or any component thereof, or its value as Collateral, is adversely affected by one or more events, conditions, contingencies or risks that are not already adequately reflected in the calculation of the Revolving Borrowing Base and the Collateral Amount (as applicable); provided further that no change will be made to the borrowing base standards pursuant to this Section 1.05 if such change would increase the Revolving Borrowing Base in effect at any time above the Revolving Borrowing Base (as applicable) that would be in effect at such time if such Revolving Borrowing Base or the Collateral Amount were calculated using the standards in effect on the Effective Date or, if such standards have been amended pursuant to Section 9.02(b), using the standards as in effect on the date of such amendment. The Administrative Agent will provide written notice to the Company of any adjustments made pursuant to this Section 1.05 on the date of such adjustments.
Borrowing Base Adjustments. The Borrowers agree that if at any time any trade account receivable, fixed asset, tooling reimbursement obligation or any inventory of the Borrowers or any Guarantor fails to constitute Eligible Accounts Receivable, Eligible Fixed Assets, Eligible Inventory, Eligible Tooling or Eligible Deferred Tooling Reimbursement Payments, as the case may be, for any reason, the Agent may, at any time upon written notice to the Company and notwithstanding any prior classification of eligibility, classify such asset or property as ineligible and exclude the same from the computation of the Borrowing Base without in any way impairing the rights of the Lenders and the Agent, in and to the same under the Security Agreements. The Borrowers agree that real estate shall only be included in the Borrowing Base if the Borrowers shall have delivered an appraisal acceptable to the Agent performed by an independent third party appraiser acceptable to the Agent; it being acknowledged that any real estate appraisals delivered prior to the Effective Date are acceptable to the Agent.
Borrowing Base Adjustments. The Company agrees that if at any time any trade account receivable or any inventory of the Company fails to constitute an Eligible Account Receivable or Eligible Inventory, as the case may be, for any reason, the Agent may, at any time and notwithstanding any prior classification of eligibility, classify such asset or property as ineligible and exclude the same from the computation of the Borrowing Base without in any way impairing the rights of the Banks and the Agent in and to the same under the Security Agreement.
Borrowing Base Adjustments. 49 SECTION 1.06
Borrowing Base Adjustments. In making a determination of the Borrowing Base Limit, the Lenders reserve the right to attribute no value or a reduced value to Reserves in respect of which:
(a) there is an outstanding Purchase Money Mortgage attaching to or against the related or associated Advantage Hydrocarbon Properties;
(b) the right, title or interest of the Borrower or the Material Subsidiary is defective (excepting Minor Title Defects), or is the subject matter of subsisting legal proceedings alleging defects in such title which, if true, would constitute a defect in title (other than a Minor Title Defect); or
(c) there exist outstanding Production Payments or Prepayments.
Borrowing Base Adjustments. The Company agrees that if at any time any trade account receivable of the Company or any Guarantor fails to constitute Eligible Receivables for any reason, the Agent may, at any time and notwithstanding any prior classification of eligibility, classify such asset as ineligible and exclude the same from the computation of the Borrowing Base without in any way impairing the rights of the Lenders and the Agent in and to the same under the Collateral Documents. The Agent will promptly notify the Company and each Lender in writing of any reclassification of the eligibility of any asset pursuant to this Section 2.20.
Borrowing Base Adjustments. In addition to the foregoing semi-annual and unscheduled redeterminations, after the Restructuring Effective Date, the Borrowing Base will also be subject to adjustments in such amount equal to the actual Borrowing Base value decrease resulting from the following transactions referred to below between scheduled redeterminations in connection with (i) any early monetization or early termination of any hedge or swap positions relied on by the Lenders in determining the Borrowing Base, (ii) any sale or other disposition of Borrowing Base Properties, the effect of which early monetization or early termination or sale or other disposition of Borrowing Base Properties would, when taken together with all other early monetizations or early terminations of any hedge or swap position and/or asset sales, as applicable, since the last redetermination of the Borrowing Base, be a reduction in the Borrowing Base then in effect in excess of 5% of the then-current Borrowing Base or (iii) the incurrence of “permitted additional debt” or any junior lien debt (including any springing secured convertible debt contemplated in the RSA), in which case the Borrowing Base shall be adjusted by $0.25 for every $1.00 of such indebtedness incurred (provided that no such adjustment shall be required in connection with convertible debt contemplated by the RSA to the extent such debt is not secured debt).
Borrowing Base Adjustments. The Company agrees that if at any time any trade account receivable, any inventory, any fixed asset or any other asset of the Company fails to constitute Eligible Account Receivable, Eligible Inventory, Eligible Tooling Inventory or Eligible Fixed Assets, as the case may be, for any reasonable reason, the Agent may, at any time and notwithstanding any prior classification of eligibility, classify such asset or property as ineligible and exclude the same from the computation of the Borrowing Base without in any way impairing the rights of the Lenders and the Agent in and to the same under the Security Agreements.
Borrowing Base Adjustments. Section 3.05 of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:
(a) In the event the Redetermination of the Borrowing Base is not made on or prior to May 1, 2007 as a result of the Borrower failing to comply with the requirements of this Article III with respect to such Redetermination on the dates required without giving effect to any grace or cure period provided in Article IX with respect to any such failure, the Borrowing Base shall be reduced by $1,690,000 on May 1, 2007 and on the first date of each month thereafter (the “Monthly Reduction”) until the Borrowing Base is otherwise redetermined pursuant to this Article III.
(b) In the event the outstanding principal balance of the Indebtedness under the Second Lien Facility exceeds $225,000,000 at any time after the First Amendment Effective Date, the Borrowing Base then in effect shall be reduced by $1.00 for every $4.00 of such additional Indebtedness as of the date such additional Indebtedness is incurred.
Borrowing Base Adjustments. In making a determination of the Borrowing Base Limit, the Lenders reserve the right to attribute no value or a reduced value to Enterra Reserves in respect of which:
(a) there is an outstanding Purchase Money Mortgage; -63- Execution Form CAL_LAW\ 1265540\5
(b) the title of the Borrower or the Trust Subsidiaries is defective, excepting Minor Title Defects;
(c) the title of the Borrower or the Trust Subsidiaries is the subject matter of subsisting legal proceedings alleging defects in such title which, if true, would constitute a defect in title other than Minor Title Defects; or
