Eligible Property Additions and Deletions of Borrowing Base Properties. (a) As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Borrowing Base Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct. (b) The Borrower may, from time to time, request that a Real Property be added (subject to the other requirements for a Real Property qualifying as an Eligible Property) as a Borrowing Base Property, and such Real Property shall be added as a Borrowing Base Property upon Administrative Agent’s and the Required Lenders’ satisfaction that the conditions set forth on Schedule 7.3(b) hereto have been met (collectively, the “Eligibility Conditions”); provided that all Eligibility Conditions must be met within the time frames set forth on Schedule 7.3(a). All such additions shall be subject to approval by the Administrative Agent and the Required Lenders, such approval to be given or withheld within 10 Business Days of request thereof; provided, in the event any Lender does not grant or deny approval within such 10 Business Day period and provide a written explanation of the grounds for such disapproval, the approval of such Lender shall be deemed granted so long as the Real Property meets the Borrowing Base Requirements. The Administrative Agent shall provide the Lenders with notice promptly after the addition or deletion of an Eligible Property from the Borrowing Base. (c) In the event that any Borrowing Base Property shall at any time cease to constitute an Eligible Property, (i) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same and (ii) subject to Section 8.21 hereof, such Real Property shall automatically cease to constitute a Borrowing Base Property from the date the Borrower obtains knowledge of or receives written notice that the same ceased to constitute an Eligible Property until such time as the same again qualifies as an Eligible Property and is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph. Similarly, in the event that, at any time, the Borrowing Base Requirements shall be violated, (A) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same, which written notice shall include a designation by the Borrower of any Real Property or Real Properties to be deleted as Borrowing Base Properties in order to restore compliance with the Borrowing Base Requirements, and (B) subject to Section 8.21 hereof, each such Real Property shall automatically cease to constitute a Borrowing Base Property from the date of such written notice until such time as the same is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph (provided that the addition of the same at such time does not result in a violation of the Borrowing Base Requirements). (d) Upon not less than three (3) Business Days prior written notice from Borrower to the Administrative Agent, the Borrower may, from time to time, designate that a Real Property be deleted as a Borrowing Base Property; provided, however, that the Borrower shall not be permitted to designate that a Real Property be deleted as a Borrowing Base Property without the consent of the Required Lenders in their sole discretion if (i) such deletion would result in fewer than five (5) Borrowing Base Properties, or (ii) such deletion would reduce the Borrowing Base below the amount set forth in clause (b) of the definition of “Borrowing Base Requirements”. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the deletion of the designated Real Property as a Borrowing Base Property, and Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default is then continuing (including after taking into account the deletion of such Borrowing Base Property) and that such deletion shall not cause the other Borrowing Base Properties to violate the Borrowing Base Requirements. Upon the deletion of a Real Property as a Borrowing Base Property (whether automatically or as a result of an election by the Borrower, as described above), the Guarantor which owned such Real Property, but that does not otherwise own any other Borrowing Base Property, shall, upon the Borrower’s written request, be released from its obligations under this Agreement or, if applicable, its separate Guaranty and any other Loan Documents pursuant to lien releases and other documentation reasonably acceptable to the Borrower and the Administrative Agent. If no Default or Event of Default exists after giving effect any deletion of a Property from qualifying as an Eligible Property, any former Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.
Appears in 1 contract
Eligible Property Additions and Deletions of Borrowing Base Properties. (a) As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Borrowing Base Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 1.1(a) is true and correct.
(b) The Borrower may, from time to time, request that a Real Property be added (subject to the other requirements for a Real Property qualifying as an Eligible PropertyProperty or to the extent otherwise approved by all Lenders, in their sole discretion) as a Borrowing Base Property, and such Real Property shall be added as a Borrowing Base Property upon Administrative Agent’s and the Required Lenders’ satisfaction that the conditions set forth on Schedule 7.3(b) hereto have been met (collectively, the “Eligibility Conditions”); provided that all Eligibility Conditions must be met within the time frames set forth on Schedule 7.3(a7.3(b). All such additions shall be subject to approval by the Administrative Agent and the Required LendersLenders (and no Mortgage shall be signed (or Real Property be added) until each Lender has confirmed that it has satisfactorily completed its flood due diligence), such approval to be given or withheld within 10 five (5) Business Days after written request therefor by the Administrative Agent to such Lender accompanied by all of request thereofthe documents and other materials described in item (5) on Schedule 7.3(b); provided, in the event any Lender does not grant or deny approval (including with respect to flood due diligence) within such 10 five (5) Business Day period and provide a written explanation of the grounds for such disapproval, the approval of such Lender shall be deemed granted so long as the Real Property meets the Borrowing Base Requirements. The Administrative Agent shall provide the Lenders with notice promptly after the addition or deletion of an Eligible Property from the Borrowing BaseBase Value.
(c) In the event that any Borrowing Base Property shall at any time cease to constitute an Eligible Property, (i) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same and (ii) subject to Section 8.21 8.23 hereof, such Real Property shall automatically cease to constitute a Borrowing Base Property from the date the Borrower obtains knowledge of or receives written notice that the same ceased to constitute an Eligible Property until such time as the same again qualifies as an Eligible Property and is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph. Similarly, in the event that, at any time, the Borrowing Base Requirements shall be violated, (A) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same, which written notice shall include a designation by the Borrower of any Real Property or Real Properties to be deleted as Borrowing Base Properties in order to restore compliance with the Borrowing Base Requirements, and (B) subject to Section 8.21 8.23 hereof, each such Real Property shall automatically cease to constitute a Borrowing Base Property from the date of such written notice until such time as the same is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph (provided that the addition of the same at such time does not result in a violation of the Borrowing Base Requirements).
(d) Upon not less than three five (35) Business Days days prior written notice from Borrower to the Administrative AgentAgent (or such shorter time period as the Administrative Agent may agree in its reasonable discretion), the Borrower may, from time to time, designate that a Real Property be deleted as a Borrowing Base Property; provided, however, that the Borrower shall not be permitted to designate that a Real Property be deleted so long as a Borrowing Base Property without the consent of the Required Lenders in their sole discretion if (i) such deletion would result in fewer than five (5) Borrowing Base Properties, or no Event of Default has occurred and is continuing and (ii) such deletion would reduce the Borrowing Base below Loan Parties are in compliance, on a pro forma basis, with the amount financial covenants set forth in clause (b) Section 8.22, recomputed as of the definition last day of “Borrowing Base Requirements”the most-recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to Section 8.5. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base Value as of the deletion of the designated Real Property as a Borrowing Base Property, and Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default is then continuing (including after taking into account the deletion of such Borrowing Base Property) and that such deletion shall not cause the other Borrowing Base Properties to violate the Borrowing Base Requirements. Upon the deletion of a Real Property as a Borrowing Base Property (whether automatically or as a result of an election by the Borrower, as described above), the Guarantor which owned such Real Property, but that does not otherwise own any other Borrowing Base Property, shall, upon the Borrower’s written request, be released from its obligations under this Agreement or, if applicable, its separate Guaranty Agreement and any other Loan Documents pursuant to lien releases and other documentation reasonably acceptable to the Borrower and the Administrative Agent. If no Default or Event of Default exists after giving effect any deletion of a Property from qualifying as an Eligible Property, any former Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.
Appears in 1 contract
Eligible Property Additions and Deletions of Borrowing Base Properties. (a) As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Borrowing Base Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct.
(b) The Borrower may, from time to time, request that a Real Property be added (subject to the other requirements for a Real Property qualifying as an Eligible PropertyProperty pursuant to the definition thereof) as a Borrowing Base Property, and such Real Property shall be added as a Borrowing Base Property upon Administrative Agent’s and the Required Lenders’ satisfaction that the conditions set forth on Schedule 7.3(b) hereto have been met (collectively, the “Eligibility Conditions”); provided that all Eligibility Conditions must be met within the time frames set forth on Schedule 7.3(a). All such additions shall be subject to approval by the Administrative Agent and the Required Lenders, such approval to be given or withheld within 10 Business Days of request thereof; provided, in the event any Lender does not grant or deny approval within such 10 Business Day period and provide a written explanation of the grounds for such disapproval, the approval of such Lender shall be deemed granted so long as the Real Property meets the Borrowing Base Requirements. The Administrative Agent shall provide the Lenders with notice promptly after the addition or deletion of an Eligible Property from the Borrowing Base.
(c) In the event that any Borrowing Base Property shall at any time cease to constitute an Eligible Property, (i) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same and (ii) subject to Section 8.21 8.23 hereof, such Real Property shall automatically cease to constitute a Borrowing Base Property from the date the Borrower obtains knowledge of or receives such written notice that the same ceased to constitute an Eligible Property until such time as the same again qualifies as an Eligible Property and is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph. Similarly, in the event that, at any time, the Borrowing Base Requirements shall not be violatedsatisfied with respect to any Real Property, (A) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same, which written notice shall include a designation by the Borrower of any Real Property or Real Properties to be deleted as Borrowing Base Properties in order to restore compliance with the Borrowing Base Requirements, and (B) subject to Section 8.21 8.23 hereof, each such Real Property shall automatically cease to constitute a Borrowing Base Property from the date of such written notice until such time as the same is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph (provided that the addition of the same at such time does not result in a violation of the Borrowing Base Requirements).
(d) Upon not less than three (3) Business Days prior written notice from Borrower to the Administrative Agent, the Borrower may, from time to time, designate that a Real Property be deleted as a Borrowing Base Property; provided, however, that the Borrower shall not be permitted to designate that a Real Property be deleted as a Borrowing Base Property without the consent of the Required Lenders in their sole discretion if (i) such deletion would result in fewer than five (5) Borrowing Base Properties, or (ii) such deletion would reduce the Borrowing Base below the amount set forth in clause (b) of the definition of “Borrowing Base Requirements”. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base Availability Amount as of the deletion of the designated Real Property as a Borrowing Base Property, and the Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default is then continuing (including after taking into account the deletion of such Borrowing Base Property) and that such deletion shall not cause the other Borrowing Base Properties to violate the Borrowing Base Requirements. Upon the deletion of a Real Property as a Borrowing Base Property (whether automatically or as a result of an election by the Borrower, as described above), the Guarantor which owned such Real Property, but that does not otherwise own any other Borrowing Base Property, shall, upon the Borrower’s written request, be released from its obligations under this Agreement or, if applicable, its separate Guaranty Agreement and any other Loan Documents pursuant to lien releases and other documentation reasonably acceptable to the Borrower and the Administrative Agent. If no Default or Event of Default exists after giving effect any deletion of a Property from qualifying as an Eligible Property, any former Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.
Appears in 1 contract
Eligible Property Additions and Deletions of Borrowing Base Properties. (a) As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Borrowing Base Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct.
(b) The Borrower may, from time to time, request that a Real Property be added (subject to the other requirements for a Real Property qualifying as an Eligible Property) as a Borrowing Base Property, Property and such Real Property shall be added as a Borrowing Base Property upon Administrative Agent’s and the Required Lenders’ satisfaction that the conditions set forth on Schedule 7.3(b) hereto 7.3 have been met (collectively, the “Eligibility Conditions”); provided that all Eligibility Conditions must be met within the time frames set forth on Schedule 7.3(a)met. All such additions shall be subject to approval by the Administrative Agent and the Required Lenders, such approval to be given or withheld within 10 Business Days of after written request thereoftherefor by the Administrative Agent to such Lender; provided, in the event any Lender does not grant or deny approval within such 10 Business Day period and provide a written explanation of the grounds for such disapproval, the approval of such Lender shall be deemed granted so long as the Real Property meets the Borrowing Base Requirements. The Administrative Agent shall provide the Lenders with notice promptly after the addition or deletion of an Eligible Property from the Borrowing Base.
(c) In the event that any Borrowing Base Property shall at any time cease to constitute an Eligible Property, (i) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same and (ii) subject to Section 8.21 hereof, such Real Property shall automatically cease to constitute a Borrowing Base Property from the date the Borrower obtains knowledge of or receives written notice that the same ceased to constitute an Eligible Property until such time as the same again qualifies as an Eligible Property and is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph. Similarly, in the event that, at any time, the Borrowing Base Requirements shall be violated, (A) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same, which written notice shall include a designation by the Borrower of any Real Property or Real Properties to be deleted as Borrowing Base Properties in order to restore compliance with the Borrowing Base Requirements, and (B) subject to Section 8.21 hereof, each such Real Property shall automatically cease to constitute a Borrowing Base Property from the date of such written notice until such time as the same is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph (provided that the addition of the same at such time does not result in a violation of the Borrowing Base Requirements).
(d) Upon not less than three (3) Business Days prior written notice from Borrower to the Administrative Agent, the Borrower may, from time to time, designate that a Real Property be deleted as a Borrowing Base Property; provided, however, that the Borrower shall not be permitted to designate that a Real Property be deleted as a Borrowing Base Property without the consent of the Required Lenders in their sole discretion if (i) such deletion would result in fewer than five (5) Borrowing Base Properties, or (ii) such deletion would reduce the Borrowing Base below the amount set forth in clause (b) of the definition of “Borrowing Base Requirements”. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the deletion of the designated Real Property as a Borrowing Base Property, and Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default is then continuing (including after taking into account the deletion of such Borrowing Base Property) and that such deletion shall not cause the other Borrowing Base Properties to violate the Borrowing Base Requirements. Upon the deletion of a Real Property as a Borrowing Base Property (whether automatically or as a result of an election by the Borrower, as described above), the Guarantor which owned such Real Property, but that does not otherwise own any other Borrowing Base Property, shall, upon the Borrower’s written request, be released from its obligations under this Agreement or, if applicable, its separate Guaranty and any other Loan Documents pursuant to lien releases and other documentation reasonably acceptable to the Borrower and the Administrative Agent. If no Default or Event of Default exists after giving effect any deletion of a Property from qualifying as an Eligible Property, any former Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.
Appears in 1 contract
Eligible Property Additions and Deletions of Borrowing Base Properties. (a) As of the Closing ClosingFirst Amendment Effective Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Borrowing Base Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct.
(b) The Borrower may, from time to time, request that a Real Property be added (subject to the other requirements for a Real Property qualifying as an Eligible PropertyProperty pursuant to the definition thereof) as a Borrowing Base Property, and such Real Property shall be added as a Borrowing Base Property upon Administrative Agent’s and the Required Lenders’ satisfaction that the conditions set forth on Schedule 7.3(b) hereto have been met (collectively, the “Eligibility Conditions”); provided that all Eligibility Conditions must be met within the time frames set forth on Schedule 7.3(a). All such additions shall be subject to approval by the Administrative Agent and the Required Lenders, such approval to be given or withheld within 10 Business Days of request thereof; provided, in the event any Lender does not grant or deny approval within such 10 Business Day period and provide a written explanation of the grounds for such disapproval, the approval of such Lender shall be deemed granted so long as the Real Property meets the Borrowing Base Requirements. The Administrative Agent shall provide the Lenders with notice promptly after the addition or deletion of an Eligible Property from the Borrowing Base.
(c) In the event that any Borrowing Base Property shall at any time cease to constitute an Eligible Property, (i) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same and (ii) subject to Section 8.21 8.23 hereof, such Real Property shall automatically cease to constitute a Borrowing Base Property from the date the Borrower obtains knowledge of or receives such written notice that the same ceased to constitute an Eligible Property until such time as the same again qualifies as an Eligible Property and is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph. Similarly, in the event that, at any time, the Borrowing Base Requirements shall not be violatedsatisfied with respect to any Real Property, (A) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same, which written notice shall include a designation by the Borrower of any Real Property or Real Properties to be deleted as Borrowing Base Properties in order to restore compliance with the Borrowing Base Requirements, and (B) subject to Section 8.21 8.23 hereof, each such Real Property shall automatically cease to constitute a Borrowing Base Property from the date of such written notice until such time as the same is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph (provided that the addition of the same at such time does not result in a violation of the Borrowing Base Requirements).
(d) Upon not less than three (3) Business Days prior written notice from Borrower to the Administrative Agent, the Borrower may, from time to time, designate that a Real Property be deleted as a Borrowing Base Property; provided, however, that the Borrower shall not be permitted to designate that a Real Property be deleted as a Borrowing Base Property without the consent of the Required Lenders in their sole discretion if (i) such deletion would result in fewer than five (5) Borrowing Base Properties, or (ii) such deletion would reduce the Borrowing Base below the amount set forth in clause (b) of the definition of “Borrowing Base Requirements”. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the deletion of the designated Real Property as a Borrowing Base Property, and Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default is then continuing (including after taking into account the deletion of such Borrowing Base Property) and that such deletion shall not cause the other Borrowing Base Properties to violate the Borrowing Base Requirements. Upon the deletion of a Real Property as a Borrowing Base Property (whether automatically or as a result of an election by the Borrower, as described above), the Guarantor which owned such Real Property, but that does not otherwise own any other Borrowing Base Property, shall, upon the Borrower’s written request, be released from its obligations under this Agreement or, if applicable, its separate Guaranty and any other Loan Documents pursuant to lien releases and other documentation reasonably acceptable to the Borrower and the Administrative Agent. If no Default or Event of Default exists after giving effect any deletion of a Property from qualifying as an Eligible Property, any former Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.
Appears in 1 contract
Eligible Property Additions and Deletions of Borrowing Base Properties. (a) As of the Closing FirstSecond Amendment Effective Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Borrowing Base Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct.
(b) The Borrower may, from time to time, request that a Real Property be added (subject to the other requirements for a Real Property qualifying as an Eligible PropertyProperty pursuant to the definition thereof) as a Borrowing Base Property, and such Real Property shall be added as a Borrowing Base Property upon Administrative Agent’s and the Required Lenders’ satisfaction that the conditions set forth on Schedule 7.3(b) hereto have been met (collectively, the “Eligibility Conditions”); provided that all Eligibility Conditions must be met within the time frames set forth on Schedule 7.3(a). All such additions shall be subject to approval by the Administrative Agent and the Required Lenders, such approval to be given or withheld within 10 Business Days of request thereof; provided, in the event any Lender does not grant or deny approval within such 10 Business Day period and provide a written explanation of the grounds for such disapproval, the approval of such Lender shall be deemed granted so long as the Real Property meets the Borrowing Base Requirements. The Administrative Agent shall provide the Lenders with notice promptly after the addition or deletion of an Eligible Property from the Borrowing Base.
(c) In the event that any Borrowing Base Property shall at any time cease to constitute an Eligible Property, (i) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same and (ii) subject to Section 8.21 8.23 hereof, such Real Property shall automatically cease to constitute a Borrowing Base Property from the date the Borrower obtains knowledge of or receives such written notice that the same ceased to constitute an Eligible Property until such time as the same again qualifies as an Eligible Property and is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph. Similarly, in the event that, at any time, the Borrowing Base Requirements shall not be violatedsatisfied with respect to any Real Property, (A) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same, which written notice shall include a designation by the Borrower of any Real Property or Real Properties to be deleted as Borrowing Base Properties in order to restore compliance with the Borrowing Base Requirements, and (B) subject to Section 8.21 8.23 hereof, each such Real Property shall automatically cease to constitute a Borrowing Base Property from the date of such written notice until such time as the same is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph (provided that the addition of the same at such time does not result in a violation of the Borrowing Base Requirements).
(d) Upon not less than three (3) Business Days prior written notice from Borrower to the Administrative Agent, the Borrower may, from time to time, designate that a Real Property be deleted as a Borrowing Base Property; provided, however, that the Borrower shall not be permitted to designate that a Real Property be deleted as a Borrowing Base Property without the consent of the Required Lenders in their sole discretion if (i) such deletion would result in fewer than five (5) Borrowing Base Properties, or (ii) such deletion would reduce the Borrowing Base below the amount set forth in clause (b) of the definition of “Borrowing Base Requirements”. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the deletion of the designated Real Property as a Borrowing Base Property, and Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default is then continuing (including after taking into account the deletion of such Borrowing Base Property) and that such deletion shall not cause the other Borrowing Base Properties to violate the Borrowing Base Requirements. Upon the deletion of a Real Property as a Borrowing Base Property (whether automatically or as a result of an election by the Borrower, as described above), the Guarantor which owned such Real Property, but that does not otherwise own any other Borrowing Base Property, shall, upon the Borrower’s written request, be released from its obligations under this Agreement or, if applicable, its separate Guaranty and any other Loan Documents pursuant to lien releases and other documentation reasonably acceptable to the Borrower and the Administrative Agent. If no Default or Event of Default exists after giving effect any deletion of a Property from qualifying as an Eligible Property, any former Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.
Appears in 1 contract
Eligible Property Additions and Deletions of Borrowing Base Properties. (a) As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Borrowing Base Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct.
(b) The Borrower may, from time to time, request that a Real Property be added (subject to the other requirements for a Real Property qualifying as an Eligible Property) as a Borrowing Base Property, Property and such Real Property shall be added as a Borrowing Base Property upon Administrative Agent’s and the Required Lenders’ satisfaction that the conditions set forth on Schedule 7.3(b) hereto 7.3 have been met (collectively, the “Eligibility Conditions”); provided that all Eligibility Conditions must be met within the time frames set forth on Schedule 7.3(a)met. All such additions shall be subject to approval by the Administrative Agent and the Required Lenders, such approval to be given or withheld within 10 Business Days of after written request thereoftherefor by the Administrative Agent to such Lender; provided, in the event any Lender does not grant or deny approval within such 10 Business Day period and provide a written explanation of the grounds for such disapproval, the approval of such Lender shall be deemed granted so long as the Real Property meets the Borrowing Base RequirementsRequirements from Borrower. The Administrative Agent shall provide the Lenders with notice promptly after the addition or deletion of an Eligible Property from the Borrowing Base.
(c) In the event that any Borrowing Base Property shall at any time cease to constitute an Eligible Property, (i) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same and (ii) subject to Section 8.21 hereof, such Real Property shall automatically cease to constitute a Borrowing Base Property from the date the Borrower obtains knowledge of or receives written notice that the same ceased to constitute an Eligible Property until such time as the same again qualifies as an Eligible Property and is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph. Similarly, in the event that, at any time, the Borrowing Base Requirements shall be violated, (A) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same, which written notice shall include a designation by the Borrower of any Real Property or Real Properties to be deleted as Borrowing Base Properties in order to restore compliance with the Borrowing Base Requirements, and (B) subject to Section 8.21 hereof, each such Real Property shall automatically cease to constitute a Borrowing Base Property from the date of such written notice until such time as the same is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph (provided that the addition of the same at such time does not result in a violation of the Borrowing Base Requirements).
(d) Upon not less than three (3) Business Days prior written notice from Borrower to the Administrative Agent, the Borrower may, from time to time, designate that a Real Property be deleted as a Borrowing Base Property; provided, however, that the Borrower shall not be permitted to designate that a Real Property be deleted as a Borrowing Base Property without the consent of the Required Lenders in their sole discretion if (i) such deletion would result in fewer than five (5) Borrowing Base Properties, or (ii) such deletion would reduce the Borrowing Base below the amount set forth in clause (b) of the definition of “Borrowing Base Requirements”. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the deletion of the designated Real Property as a Borrowing Base Property, and Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default is then continuing (including after taking into account the deletion of such Borrowing Base Property) and that such deletion shall not cause the other Borrowing Base Properties to violate the Borrowing Base Requirements. Upon the deletion of a Real Property as a Borrowing Base Property (whether automatically or as a result of an election by the Borrower, as described above), the Guarantor which owned such Real Property, but that does not otherwise own any other Borrowing Base Property, shall, upon the Borrower’s written request, be released from its obligations under this Agreement or, if applicable, its separate Guaranty and any other Loan Documents pursuant to lien releases and other documentation reasonably acceptable to the Borrower and the Administrative Agent. If no Default or Event of Default exists after giving effect any deletion of a Property from qualifying as an Eligible Property, any former Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.
Appears in 1 contract
