Common use of Borrowing Base Properties Clause in Contracts

Borrowing Base Properties. As at the end of any Fiscal Quarter or any other date of measurement, the Borrower shall not permit Unsecured Consolidated Total Indebtedness (exclusive of Accounts Payable, but including amounts outstanding under the Revolving Credit Loans and Existing Revolving Credit Agreement Letters of Credit after giving effect to loan requests made pursuant to the Existing Revolving Credit Agreement) to equal or exceed 55% of the aggregate Borrowing Base Value, PROVIDED that in the event that Consolidated Total Indebtedness exceeds 60% of 61 Consolidated Total Adjusted Asset Value at any time, the Borrower shall not permit the Unsecured Consolidated Total Indebtedness (exclusive of Accounts Payable, but including the outstanding principal amount of Revolving Credit Loans and the aggregate undrawn face amount of all outstanding Existing Revolving Credit Agreement Letters of Credit after giving effect to loan requests pursuant to the Existing Revolving Credit Agreement) to equal or exceed 50% of the aggregate Borrowing Base Value. Except for the Exception Property, not more than 15% of the Borrowing Base Value shall be derived from any single Borrowing Base Property. One Borrowing Base Property (the "Exception Property") (but not more than one property), which property can differ from time to time, as designated by Borrower) can constitute up to 25% of the Borrowing Base Value, PROVIDED that the Exception Property (i) must be CBD Property, and (ii) may not be a hotel property. Notwithstanding anything in this Section 7.6(b) to the contrary, as of the Closing Date, 000 Xxxx Xxxxxx shall be considered compliant with this Section 7.6(b) and shall be designated the Exception Property. It is further acknowledged that 000 Xxxx Xxxxxx may constitute up to 46% of the Borrowing Base Value, PROVIDED that 000 Xxxx Xxxxxx must at all times meet the requirements of a Borrowing Base Property and must be a CBD Property. The Borrower certifies that, as of the date hereof, 000 Xxxx Xxxxxx is an Unencumbered Asset and meets each of the Borrowing Base Conditions and the Borrower hereby designates 000 Xxxx Xxxxxx as a Borrowing Base Property, and on that basis the Lead Lenders agree that 000 Xxxx Xxxxxx will be included in the Borrowing Base as of the effective date above. The Borrower and the Administrative Agent hereby designate 000 Xxxx Xxxxxx as a CBD Property. For purposes of determining the Borrowing Base Value for this Section 7.6, the Net Operating Income of any Borrowing Base Property acquired during such prior Fiscal Quarter shall be adjusted on a pro-forma basis by projecting the Net Operating Income generated by each such acquired Borrowing Base Property for the portion of the quarter during which it was owned or ground leased by the Borrower over the entire quarter. Notwithstanding the Borrowing Base Conditions, in the event that the Borrower desires to include any Unencumbered Asset in the Borrowing Base that does not meet one or more of the Borrowing Base Conditions, any such Unencumbered Asset shall only be permitted to be included in the Borrowing Base in the event that (i) the Borrower has submitted to the Administrative Agent a compliance certificate in the form of EXHIBIT D-5, modified to reflect the non-conformity of the proposed Borrowing Base Property, and (ii) the Required Banks have provided the Borrower with written approval, in their sole discretion, for such non-conforming Unencumbered Asset to be included in the Borrowing Base. Upon any such written approval by the Required Banks, such Unencumbered Asset shall be considered a Borrowing Base Property for all purposes hereunder, PROVIDED that on the date of inclusion of any such Unencumbered Asset in the Borrowing Base (and thereafter in accordance with the terms of this Agreement), such Unencumbered Asset is otherwise in compliance with the Borrowing Base Conditions other than with respect to the non-conformity as certified by the Borrower and approved by the Required Banks in the compliance certificate submitted by the Borrower under clause (i) of the preceding sentence, and PROVIDED, FURTHER that there is otherwise no Default or Event of Default existing upon the date of, or arising as a result of, the inclusion of such Unencumbered Asset in the Borrowing Base.

Borrowing Base Properties. As at (a) Each of the end of any Fiscal Quarter or any other date of measurementPledging Subsidiaries, the Borrower shall not permit Unsecured Consolidated Total Indebtedness LLC, and each of the Partnerships has good and indefeasible title to all its Borrowing Base Properties which are Hydrocarbon Interests and good title to all its Borrowing Base Properties which are personal property, free and clear of Liens (exclusive of Accounts Payableother than Permitted Liens). With respect to the Borrowing Base Properties set forth on Schedule 5.1(a), but including amounts outstanding under the Revolving Credit Loans and Existing Revolving Credit Agreement Letters of Credit after giving full effect to loan requests made pursuant the Permitted Liens, the net revenue interest is no less than that designated for the Pledging Subsidiaries, the LLC, and the Partnerships in and to such Borrowing Base Properties and the working interest is no greater than as set forth for the Pledging Subsidiaries, the LLC, and the Partnerships in and to such Borrowing Base Properties, and there are no “back-in” or “reversionary” interests held by third parties which could reduce the net revenue interest or increase the working interest of the Pledging Subsidiaries, the LLC, or the Partnerships in such Borrowing Base Properties except as expressly set forth in Schedule 5.1(a). All xxxxx drilled and Hydrocarbons produced with respect to the Existing Revolving Credit Agreement) to equal or exceed 55% of the aggregate Borrowing Base Value, PROVIDED that Properties were drilled and produced in the event that Consolidated Total Indebtedness exceeds 60% of 61 Consolidated Total Adjusted Asset Value at any time, the Borrower shall not permit the Unsecured Consolidated Total Indebtedness (exclusive of Accounts Payable, but including the outstanding principal amount of Revolving Credit Loans and the aggregate undrawn face amount of compliance in all outstanding Existing Revolving Credit Agreement Letters of Credit after giving effect to loan requests pursuant to the Existing Revolving Credit Agreement) to equal or exceed 50% of the aggregate Borrowing Base Valuematerial respects with all applicable Governmental Rules. Except for the Exception Property, not more than 15% All of the Borrowing Base Value shall be derived from any single Borrowing Base Property. One Borrowing Base Property (the "Exception Property") (but not more than one propertyProperties described in Schedule 5.1(a), are covered by the Initial Reserve Report and other reports which property can differ from time Borrower has previously delivered to time, as designated and which have been relied upon by Borrower) can constitute up to 25% of the Borrowing Base Value, PROVIDED that the Exception Property Agent and Lenders in connection with this Agreement and are covered by Mortgages or are owned by (i) must be CBD Property, and Partnerships in which the Pledging Subsidiaries have granted security interests to Agent pursuant to a Partnership Pledge Agreement or (ii) may not be by LLC in which A&W has granted a hotel property. Notwithstanding anything in this Section 7.6(b) security interest to Agent pursuant to the contrary, as LLC Pledge Agreement. No bills are past due and do not give rise to a Lien (other than Liens arising in the ordinary course of the Closing Date, 000 Xxxx Xxxxxx shall be considered compliant with this Section 7.6(bbusiness for sums which are not yet due and payable under customary agreements or arising by operation of law) and shall be designated the Exception Property. It is further acknowledged that 000 Xxxx Xxxxxx may constitute up to 46% of the Borrowing Base Value, PROVIDED that 000 Xxxx Xxxxxx must at all times meet the requirements of a Borrowing Base Property and must be a CBD Property. The Borrower certifies that, as of the date hereof, 000 Xxxx Xxxxxx is an Unencumbered Asset and meets each of the Borrowing Base Conditions and the Borrower hereby designates 000 Xxxx Xxxxxx as a Borrowing Base Property, and on that basis the Lead Lenders agree that 000 Xxxx Xxxxxx will be included in the Borrowing Base as of the effective date above. The Borrower and the Administrative Agent hereby designate 000 Xxxx Xxxxxx as a CBD Property. For purposes of determining the Borrowing Base Value for this Section 7.6, the Net Operating Income of any Borrowing Base Property acquired during such prior Fiscal Quarter shall be adjusted on a pro-forma basis by projecting the Net Operating Income generated by each such acquired Borrowing Base Property for the portion of the quarter during which it was owned or ground leased by the Borrower over the entire quarter. Notwithstanding the Borrowing Base Conditions, in the event that the Borrower desires to include any Unencumbered Asset in the Borrowing Base that does not meet one or more of the Borrowing Base Conditions, any such Unencumbered Asset shall only be permitted to be included in the Borrowing Base in the event that (i) the Borrower has submitted to the Administrative Agent a compliance certificate in the form of EXHIBIT D-5, modified to reflect the non-conformity of the proposed Borrowing Base Property, and (ii) the Required Banks taxes have provided the Borrower with written approval, in their sole discretion, for such non-conforming Unencumbered Asset to be included in the Borrowing Base. Upon any such written approval by the Required Banks, such Unencumbered Asset shall be considered a Borrowing Base Property for all purposes hereunder, PROVIDED that on the date of inclusion of any such Unencumbered Asset in the Borrowing Base (and thereafter in accordance with the terms of this Agreement), such Unencumbered Asset is otherwise in compliance with the Borrowing Base Conditions other than been paid with respect to the non-conformity as certified Borrowing Base Properties other than those which are the subject of a bona fide dispute which is being contested in good faith by the Borrower and approved by Pledging Subsidiaries, the Required Banks in the compliance certificate submitted by the Borrower under clause (i) of the preceding sentence, and PROVIDED, FURTHER that there is otherwise no Default or Event of Default existing upon the date ofLLC, or arising the Partnerships by appropriate proceedings as to which a result ofreserve is established in an amount that is satisfactory to Agent (and if a Lien secures the same or may secure the same, the inclusion of such Unencumbered Asset in the Borrowing BaseLien is subject to a Permitted Protest).

Borrowing Base Properties. As at (a) Each of the end Pledging Subsidiaries, and each of any Fiscal Quarter or any the Partnerships has good and indefeasible title to all its Borrowing Base Properties which are Hydrocarbon Interests and good title to all its Borrowing Base Properties which are personal property, free and clear of Liens (other date of measurementthan Permitted Liens). With respect to the Borrowing Base Properties set forth on Schedule 5.1(a), ---------------- after giving full effect to the Permitted Liens, the Borrower shall not permit Unsecured Consolidated Total Indebtedness (exclusive net revenue interest is no less than that designated for the Pledging Subsidiaries, and the Partnerships in and to such Borrowing Base Properties and the working interest is no greater than as set forth for the Pledging Subsidiaries, and the Partnerships in and to such Borrowing Base Properties, and there are no "back-in" or "reversionary" interests held by third parties which could reduce the net revenue interest or increase the working interest of Accounts Payablethe Pledging Subsidiaries, but including amounts outstanding under or the Revolving Credit Loans Partnerships in such Borrowing Base Properties except as expressly set forth in Schedule -------- 5.1(a). All wells drilled and Existing Revolving Credit Agreement Letters of Credit after giving effect to loan requests made pursuant Hydrocarbonx xxoduced with respect to the Existing Revolving Credit Agreement) to equal or exceed 55% of the aggregate ------ Borrowing Base Value, PROVIDED that Properties were drilled and produced in the event that Consolidated Total Indebtedness exceeds 60% of 61 Consolidated Total Adjusted Asset Value at any time, the Borrower shall not permit the Unsecured Consolidated Total Indebtedness (exclusive of Accounts Payable, but including the outstanding principal amount of Revolving Credit Loans and the aggregate undrawn face amount of compliance in all outstanding Existing Revolving Credit Agreement Letters of Credit after giving effect to loan requests pursuant to the Existing Revolving Credit Agreement) to equal or exceed 50% of the aggregate Borrowing Base Valuematerial respects with all applicable Governmental Rules. Except for the Exception Property, not more than 15% All of the Borrowing Base Value shall be derived from any single Borrowing Base Property. One Borrowing Base Property (the "Exception Property") (but not more than one propertyProperties described in Schedule 5.1(a), are covered by the Initial Reserve --------------- Report and other reports which property can differ from time Borrower has previously delivered to time, as designated and which have been relied upon by Borrower) can constitute up to 25% of the Borrowing Base Value, PROVIDED that the Exception Property (i) must be CBD Property, Agent and (ii) may not be a hotel property. Notwithstanding anything Lenders in this Section 7.6(b) to the contrary, as of the Closing Date, 000 Xxxx Xxxxxx shall be considered compliant connection with this Section 7.6(bAgreement and are covered by Mortgages or are owned by Partnerships in which the Pledging Subsidiaries have granted security interests to Agent pursuant to a Partnership Pledge Agreement. No bills are past due and do not give rise to a Lien (other than Liens arising in the ordinary course of business for sums which are not yet due and payable under customary agreements or arising by operation of law) and shall be designated the Exception Property. It is further acknowledged that 000 Xxxx Xxxxxx may constitute up to 46% of the Borrowing Base Value, PROVIDED that 000 Xxxx Xxxxxx must at all times meet the requirements of a Borrowing Base Property and must be a CBD Property. The Borrower certifies that, as of the date hereof, 000 Xxxx Xxxxxx is an Unencumbered Asset and meets each of the Borrowing Base Conditions and the Borrower hereby designates 000 Xxxx Xxxxxx as a Borrowing Base Property, and on that basis the Lead Lenders agree that 000 Xxxx Xxxxxx will be included in the Borrowing Base as of the effective date above. The Borrower and the Administrative Agent hereby designate 000 Xxxx Xxxxxx as a CBD Property. For purposes of determining the Borrowing Base Value for this Section 7.6, the Net Operating Income of any Borrowing Base Property acquired during such prior Fiscal Quarter shall be adjusted on a pro-forma basis by projecting the Net Operating Income generated by each such acquired Borrowing Base Property for the portion of the quarter during which it was owned or ground leased by the Borrower over the entire quarter. Notwithstanding the Borrowing Base Conditions, in the event that the Borrower desires to include any Unencumbered Asset in the Borrowing Base that does not meet one or more of the Borrowing Base Conditions, any such Unencumbered Asset shall only be permitted to be included in the Borrowing Base in the event that (i) the Borrower has submitted to the Administrative Agent a compliance certificate in the form of EXHIBIT D-5, modified to reflect the non-conformity of the proposed Borrowing Base Property, and (ii) the Required Banks taxes have provided the Borrower with written approval, in their sole discretion, for such non-conforming Unencumbered Asset to be included in the Borrowing Base. Upon any such written approval by the Required Banks, such Unencumbered Asset shall be considered a Borrowing Base Property for all purposes hereunder, PROVIDED that on the date of inclusion of any such Unencumbered Asset in the Borrowing Base (and thereafter in accordance with the terms of this Agreement), such Unencumbered Asset is otherwise in compliance with the Borrowing Base Conditions other than been paid with respect to the non-conformity as certified Borrowing Base Properties other than those which are the subject of a bona fide dispute which is being contested in good faith by the Borrower Pledging Subsidiaries or the Partnerships by appropriate proceedings as to which a reserve is established in an amount that is satisfactory to Agent (and approved by if a Lien secures the Required Banks in same or may secure the compliance certificate submitted by the Borrower under clause (i) of the preceding sentencesame, and PROVIDED, FURTHER that there such Lien is otherwise no Default or Event of Default existing upon the date of, or arising as subject to a result of, the inclusion of such Unencumbered Asset in the Borrowing BasePermitted Protest).

Borrowing Base Properties. As at (a) Each of the end of any Fiscal Quarter or any other date of measurementPledging Subsidiaries, the Borrower shall not permit Unsecured Consolidated Total Indebtedness LLC, and each of the Partnerships has good and indefeasible title to all its Borrowing Base Properties which are Hydrocarbon Interests and good title to all its Borrowing Base Properties which are personal property, free and clear of Liens (exclusive of Accounts Payableother than Permitted Liens). With respect to the Borrowing Base Properties set forth on SCHEDULE -------- 5.1(a), but including amounts outstanding under the Revolving Credit Loans and Existing Revolving Credit Agreement Letters of Credit after giving full effect to loan requests made pursuant the Permitted Liens, the net revenue ------ interest is no less than that designated for the Pledging Subsidiaries, the LLC, and the Partnerships in and to such Borrowing Base Properties and the working interest is no greater than as set forth for the Pledging Subsidiaries, the LLC, and the Partnerships in and to such Borrowing Base Properties, and there are no "back-in" or "reversionary" interests held by third parties which could reduce the net revenue interest or increase the working interest of the Pledging Subsidiaries, the LLC, or the Partnerships in such Borrowing Base Properties except as expressly set forth in SCHEDULE 5.1(a). All xxxxx drilled and ---------------- Hydrocarbons produced with respect to the Existing Revolving Credit Agreement) to equal or exceed 55% of the aggregate Borrowing Base Value, PROVIDED that Properties were drilled and produced in the event that Consolidated Total Indebtedness exceeds 60% of 61 Consolidated Total Adjusted Asset Value at any time, the Borrower shall not permit the Unsecured Consolidated Total Indebtedness (exclusive of Accounts Payable, but including the outstanding principal amount of Revolving Credit Loans and the aggregate undrawn face amount of compliance in all outstanding Existing Revolving Credit Agreement Letters of Credit after giving effect to loan requests pursuant to the Existing Revolving Credit Agreement) to equal or exceed 50% of the aggregate Borrowing Base Valuematerial respects with all applicable Governmental Rules. Except for the Exception Property, not more than 15% All of the Borrowing Base Value shall be derived from any single Borrowing Base Property. One Borrowing Base Property (the "Exception Property") (but not more than one propertyProperties described in SCHEDULE -------- 5.1(a), are covered by the Initial Reserve Report and other reports which property can differ from time ------ Borrower has previously delivered to time, as designated and which have been relied upon by Borrower) can constitute up to 25% of the Borrowing Base Value, PROVIDED that the Exception Property Agent ------ and Lenders in connection with this Agreement and are covered by Mortgages or are owned by (i) must be CBD Property, and Partnerships in which the Pledging Subsidiaries have granted security interests to Agent pursuant to a Partnership Pledge Agreement or (ii) may not be by LLC in which A&W has granted a hotel property. Notwithstanding anything in this Section 7.6(b) security interest to Agent pursuant to the contrary, as LLC Pledge Agreement. No bills are past due and do not give rise to a Lien (other than Liens arising in the ordinary course of the Closing Date, 000 Xxxx Xxxxxx shall be considered compliant with this Section 7.6(bbusiness for sums which are not yet due and payable under customary agreements or arising by operation of law) and shall be designated the Exception Property. It is further acknowledged that 000 Xxxx Xxxxxx may constitute up to 46% of the Borrowing Base Value, PROVIDED that 000 Xxxx Xxxxxx must at all times meet the requirements of a Borrowing Base Property and must be a CBD Property. The Borrower certifies that, as of the date hereof, 000 Xxxx Xxxxxx is an Unencumbered Asset and meets each of the Borrowing Base Conditions and the Borrower hereby designates 000 Xxxx Xxxxxx as a Borrowing Base Property, and on that basis the Lead Lenders agree that 000 Xxxx Xxxxxx will be included in the Borrowing Base as of the effective date above. The Borrower and the Administrative Agent hereby designate 000 Xxxx Xxxxxx as a CBD Property. For purposes of determining the Borrowing Base Value for this Section 7.6, the Net Operating Income of any Borrowing Base Property acquired during such prior Fiscal Quarter shall be adjusted on a pro-forma basis by projecting the Net Operating Income generated by each such acquired Borrowing Base Property for the portion of the quarter during which it was owned or ground leased by the Borrower over the entire quarter. Notwithstanding the Borrowing Base Conditions, in the event that the Borrower desires to include any Unencumbered Asset in the Borrowing Base that does not meet one or more of the Borrowing Base Conditions, any such Unencumbered Asset shall only be permitted to be included in the Borrowing Base in the event that (i) the Borrower has submitted to the Administrative Agent a compliance certificate in the form of EXHIBIT D-5, modified to reflect the non-conformity of the proposed Borrowing Base Property, and (ii) the Required Banks taxes have provided the Borrower with written approval, in their sole discretion, for such non-conforming Unencumbered Asset to be included in the Borrowing Base. Upon any such written approval by the Required Banks, such Unencumbered Asset shall be considered a Borrowing Base Property for all purposes hereunder, PROVIDED that on the date of inclusion of any such Unencumbered Asset in the Borrowing Base (and thereafter in accordance with the terms of this Agreement), such Unencumbered Asset is otherwise in compliance with the Borrowing Base Conditions other than been paid with respect to the non-conformity as certified Borrowing Base Properties other than those which are the subject of a bona fide dispute which is being contested in good faith by the Borrower and approved by Pledging Subsidiaries, the Required Banks in the compliance certificate submitted by the Borrower under clause (i) of the preceding sentence, and PROVIDED, FURTHER that there is otherwise no Default or Event of Default existing upon the date ofLLC, or arising the Partnerships by appropriate proceedings as to which a result ofreserve is established in an amount that is satisfactory to Agent (and if a Lien secures the same or may secure the same, the inclusion of such Unencumbered Asset in the Borrowing BaseLien is subject to a Permitted Protest).