Common use of Effect on Borrowing Base Clause in Contracts

Effect on Borrowing Base. In the event (i) any Person becomes a Borrower (the "new Borrower") or (ii) any Borrower or Restricted Subsidiary makes an Acquisition and, in each case, Borrower Agent or Borrowers seek to include such assets of the new Borrower or such assets acquired in connection with such Acquisition (the "acquired assets") in the Aggregate Borrowing Base, Agent may require (and shall require to the extent that the assets which are Collateral of such new Borrower or the purchase price of, or allocated to, such acquired assets (which assets are Collateral) is $50,000,000 or more), as a condition to including such assets in the Aggregate Borrowing Base, a satisfactory appraisal of such assets, a field examination of such assets and other due diligence materials with respect to such assets and any such new Borrower, in each case to be conducted at the expense of Borrowers. If such appraisal, field examination and/or due diligence is required by Agent, then, unless otherwise agreed by Agent, until such time as such appraisal, field exam and other due diligence is complete, the assets of such new Borrower or the acquired assets, as applicable, will not be eligible for inclusion in the Aggregate Borrowing Base; provided, however, that, at the option of Borrower Agent, assets having an aggregate Value not to exceed 10% of the Aggregate Borrowing Base on the date of exercise of such option, by Borrower Agent's giving of written notice thereof to Agent, may be included in the Aggregate Borrowing Base upon completion of an appraisal acceptable to Agent in its Permitted Discretion and without completion of a field examination or other due diligence (other than an appraisal). For the avoidance of doubt, no assets of any Person other than a Borrower shall be included in the Aggregate Borrowing Base.

Effect on Borrowing Base. In the event (i) any Person becomes a Borrower (the "“new Borrower"”) or (ii) any Borrower or Restricted Subsidiary makes an Acquisition and, in each case, Borrower Agent or Borrowers seek to include such assets of the new Borrower or such assets acquired in connection with such Acquisition (the "“acquired assets"”) in the Aggregate Borrowing Base, Agent may require (and shall require to the extent that the assets which are Collateral of such new Borrower or the purchase price of, or allocated to, such acquired assets (which assets are Collateral) is $50,000,000 or more), as a condition to including such assets in the Aggregate Borrowing Base, a satisfactory appraisal of such assets, a field examination of such assets and other due diligence materials with respect to such assets and any such new Borrower, in each case to be conducted at the expense of Borrowers. If such appraisal, field examination and/or due diligence is required by Agent, then, unless otherwise agreed by Agent, until such time as such appraisal, field exam and other due diligence is complete, the assets of such new Borrower or the acquired assets, as applicable, will not be eligible for inclusion in the Aggregate Borrowing Base; provided, however, that, at the option of Borrower Agent, assets having an aggregate Value not to exceed 10% of the Aggregate Borrowing Base on the date of exercise of such option, by Borrower Agent's ’s giving of written notice thereof to Agent, may be included in the Aggregate Borrowing Base upon completion of an appraisal acceptable to Agent in its Permitted Discretion and without completion of a field examination or other due diligence (other than an appraisal). For the avoidance of doubt, no assets of any Person other than a Borrower shall be included in the Aggregate Borrowing Base.

Effect on Borrowing Base. In the event (i) any Person becomes a Borrower (the "“new Borrower"”) or (ii) any Borrower or Restricted Subsidiary makes an Acquisition and, in each case, Borrower Agent or Borrowers seek to include such assets of the new Borrower or such assets acquired in connection with such Acquisition (the "“acquired assets"”) in the Aggregate Borrowing Base, Agent may require (and shall require to the extent that the assets which are Collateral of such new Borrower or the purchase price of, or allocated to, such acquired assets (which assets are Collateral) is $50,000,000 or more), as a condition to including such assets in the Aggregate Borrowing Base, a satisfactory appraisal of such assets, a field examination of such assets and other due diligence materials with respect to such assets and any such new Borrower, in each case to be conducted at the expense of Borrowers. If such appraisal, field examination and/or due diligence is required by Agent, then, unless otherwise agreed by Agent, until such time as such appraisal, field exam and other due diligence is complete, the assets of such new Borrower or the acquired assets, as applicable, will not be eligible for inclusion in the Aggregate Borrowing Base; provided, however, that, at the option of Borrower Agent, assets having an aggregate Value not to exceed 10% of the Aggregate Borrowing Base on the date of exercise of such option, by Borrower Agent's ’s giving of written notice thereof to Agent, may be included in the Aggregate Borrowing Base upon completion of an appraisal acceptable to Agent in its Permitted Discretion and without completion of a field examination or other due diligence (other than an appraisal). For the avoidance of doubt, no assets of any Person other than a Borrower shall be included in the Aggregate Borrowing Base.