Common use of Eligible Property Additions and Deletions of Borrowing Base Properties Clause in Contracts

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) Upon not less than ten (10) Business Days prior written notice from the Borrower to the Administrative Agent, 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 satisfaction that the following conditions have been met (collectively, the “Eligibility Conditions”): (1) the Administrative Agent shall have received an Available Amount Certificate including the addition of such Real Property to the Borrowing Base Value on a pro forma basis; (2) if the Subsidiary owning such Real Property is not a Guarantor (each, a “New Guarantor”) the Administrative Agent shall have received a duly executed Additional Guarantor Supplement from such New Guarantor, together with the following: (A) the Administrative Agent shall have received copies of such New Guarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (B) the Administrative Agent shall have received copies of resolutions of such New Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby, together with specimen signatures of the persons authorized to execute such documents on such New Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (C) the Administrative Agent shall have received copies of the certificates of good standing for such New Guarantor from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which a Borrowing Base Property is located; and (D) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for such New Guarantor; (3) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against any such New Guarantor and such Real Property evidencing the absence of Liens, except for Permitted Liens or as otherwise permitted by Section 8.7 hereof; and (4) the Administrative Agent shall have received a certificate evidencing compliance with the Borrowing Base Requirements on a pro forma basis. (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) such Real Property shall automatically cease to constitute a Borrowing Base Property from the date 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 the Borrowing Base Requirements shall at any time be violated, (A) the Borrower shall, within five (5) Business Days after obtaining knowledge of such failure, 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) 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 again added by the Borrower as a Borrowing Base Property in accordance with such preceding paragraph (provided that the addition 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. Such notice shall be accompanied by an Available Amount Certificate setting forth the components of the Available Amount 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 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 result in a violation of 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 Subsidiary Guaranty and any other Loan Documents pursuant to lien releases and other documentation reasonably acceptable to the Borrower and the Administrative Agent.

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) Upon not less than ten (10) Business Days prior written notice from the Borrower to the Administrative Agent, the 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 following conditions set forth on Schedule 7.3(b) hereto have been met (collectively, the “Eligibility Conditions”): (1) ); provided that all Eligibility Conditions must be met within the time frames set forth on Schedule 7.3(b). All such additions shall be subject to approval by the Administrative Agent and the Required Lenders (and no Mortgage shall have received an Available Amount Certificate 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 Business Days after written request therefor by the Administrative Agent to such Lender accompanied by all of the 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 Business Day period and provide a written explanation of the addition grounds for such disapproval, the approval of such Lender shall be deemed granted so long as the Real Property to meets the Borrowing Base Value on a pro forma basis; (2) if the Subsidiary owning such Real Property is not a Guarantor (each, a “New Guarantor”) the Requirements. The Administrative Agent shall have received a duly executed Additional Guarantor Supplement from such New Guarantor, together provide the Lenders with notice promptly after the following: (A) the Administrative Agent shall have received copies addition or deletion of such New Guarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (B) the Administrative Agent shall have received copies of resolutions of such New Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby, together with specimen signatures of the persons authorized to execute such documents on such New Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (C) the Administrative Agent shall have received copies of the certificates of good standing for such New Guarantor an Eligible Property from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which a Borrowing Base Property is located; and (D) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for such New Guarantor; (3) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against any such New Guarantor and such Real Property evidencing the absence of Liens, except for Permitted Liens or as otherwise permitted by Section 8.7 hereof; and (4) the Administrative Agent shall have received a certificate evidencing compliance with the Borrowing Base Requirements on a pro forma basisBase. (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 that, at any time, the Borrowing Base Requirements shall at any time be violated, (A) the Borrower shall, within five (5) Business Days as soon as reasonably possible after obtaining knowledge of such failurethereof, 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 again added by the Borrower as a Borrowing Base Property in accordance with such 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 an Available Amount a Borrowing Base Certificate setting forth the components of the Available Amount 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 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 result in a violation of 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 Subsidiary 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.

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) Upon not less than ten (10) Business Days prior written notice from the Borrower to the Administrative Agent, 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 satisfaction that the following conditions have been met (collectively, the “Eligibility Conditions”): (1) the Administrative Agent shall have received an Available Amount Certificate including the addition of such Real Property to the Borrowing Base Value on a pro forma basis; (2) if the Subsidiary owning such Real Property is not a Guarantor (each, a “New Guarantor”) the Administrative Agent shall have received a duly executed Additional Guarantor Supplement from such New Guarantor, together with the following: (A) the Administrative Agent shall have received copies of such New Guarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (B) the Administrative Agent shall have received copies of resolutions of such New Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby, together with specimen signatures of the persons authorized to execute such documents on such New Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (C) the Administrative Agent shall have received copies of the certificates of good standing for such New Guarantor from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which a Borrowing Base Property is located; and (D) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for such New Guarantor; (3) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against any such New Guarantor and such Real Property evidencing the absence of Liens, except for Permitted Liens or as otherwise permitted by Section 8.7 hereof; and (4) the Administrative Agent shall have received a certificate evidencing compliance with the Borrowing Base Requirements on a pro forma basis. (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) such Real Property shall automatically cease to constitute a Borrowing Base Property from the date 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 the Borrowing Base Requirements shall at any time be violated, (A) the Borrower shall, within five (5) Business Days after obtaining knowledge of such failure, 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) 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 again added by the Borrower as a Borrowing Base Property in accordance with such preceding paragraph (provided that the addition does not result in a violation of the Borrowing Base Requirements). (d) Upon not less than three (3) Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower may, from time to time, designate that a Real Property be deleted as a Borrowing Base Property. Such notice shall be accompanied by an Available Amount Certificate setting forth the components of the Available Amount 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 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 result in a violation of 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 Subsidiary Guaranty and any other Loan Documents pursuant to lien releases and other documentation reasonably acceptable to the Borrower and the Administrative Agent.