Release of Borrowing Base Properties Sample Clauses

Release of Borrowing Base Properties. The Borrower may request, by providing not less than five (5) days’ prior written notice (with such notice to be accompanied by the certificate described in clause (iii) below and any other documentation reasonably necessary to permit the Administrative Agent to determine if the conditions in clauses (i) and (ii) below have been satisfied) to the Administrative Agent, to remove a Borrowing Base Property from the Borrowing Base Pool (but only in connection with a refinancing or sale of such Property), which removal (the “Borrowing Base Property Removal”) shall be effected by the Administrative Agent if the Administrative Agent determines all of the following conditions are satisfied as of the date of such Borrowing Base Property Removal: (i) No Default or Event of Default exists or will exist immediately after giving effect to such Borrowing Base Property Removal; (ii) Immediately prior to such Borrowing Base Property Removal the Borrower is in compliance with the covenants set forth in this Agreement (including the provisions of Section 10.1); and (iii) The Borrower shall have delivered to the Administrative Agent a certificate demonstrating on a pro forma basis as of the date of the most recently delivered Compliance Certificate, and the Administrative Agent shall have determined to its satisfaction, that upon such Borrowing Base Property Removal the Borrower shall be in compliance with the provisions of Section 10.1.
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Release of Borrowing Base Properties. The Administrative Agent is hereby authorized by the Lenders to execute, at the cost and expense of the Borrowers and pursuant to documentation reasonably acceptable to the Administrative Agent, partial releases of the Borrowing Base Properties to the extent such Borrowing Base Properties are substituted in accordance with Section 4.16(f) or sold in accordance with the terms of the Mortgage and subsection 8.6.
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Release of Borrowing Base Properties. (i) At any time following the Effective Date, the Borrower on one or more occasions may remove, and the Administrative Agent shall take such actions as are necessary to effectuate pursuant to this Section 2.05(e), the release of any Borrowing Base Property from the Borrowing Base (such release resulting in the applicable Borrowing Base Property becoming a Non-Borrowing Base Property or being sold) and the release from the Guaranty of the Subsidiary Guarantor that owns or leases such Borrowing Base Property upon satisfaction of each of the following conditions: (A) The Borrower shall submit to the Administrative Agent (on behalf of the Lenders), by 12:00 noon Chicago time, at least ten (10) days prior to the date of the proposed release, (x) written notice of its election to obtain such release (which notice shall include a certification by a Financial Officer that the proposed release complies with all of the conditions set forth in this Section 2.05(e)), (y) a Compliance Certificate with respect to such release after giving effect to such release demonstrating the Borrower’s continued compliance with the financial covenants set forth in Section 6.07 and the Concentration Limits and (z) the forms of (1) releases/satisfactions of such Subsidiary Guarantor from its obligations under the Guaranty and (2) the release of the Equity Interests in the applicable Subsidiary Guarantor from the Pledge Agreement, which the Administrative Agent shall execute and deliver to such Subsidiary Guarantor upon satisfaction of all conditions set forth in this Section 2.05(e); (B) After giving effect to such release, the aggregate Credit Exposure of all of the Lenders shall not exceed the Maximum Loan Amount, or the Borrower shall, prior to or contemporaneous with, the effectiveness of such release, make a prepayment in the amount of such excess pursuant to Section 2.11(b); (C) No Default or Event of Default shall exist at the time of the Borrower’s request or on the date of the proposed release or after giving effect thereto (other than a Default or an Event of Default that would be cured by effectuating such release and making any associated prepayment); and (D) The Borrower shall pay the Administrative Agent’s reasonable and documented costs and expenses in connection with such release (including, without limitation, reasonable fees of the Administrative Agent’s attorneys). (ii) Upon a Disposition of a Borrowing Base Property pursuant to a Permitted Transfer or satisfaction ...
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Release of Borrowing Base Properties. The Borrower may request, upon not less than 30 days’ prior written notice to the Administrative Agent (which shall be distributed to the Lenders), that a Borrowing Base Property and any related Collateral no longer be included in calculations of the Borrowing Base and that such Property be released from the Liens created by the applicable Security Documents, which release (the “Property Release”) shall be effected by the Administrative Agent if the Administrative Agent determines all of the following conditions are satisfied as of the date of such Property Release: (a) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer certifying that no Default or Event of Default has occurred and is then continuing or will occur after giving effect to such Property Release and the reduction in the Borrowing Base by reason of the release of such Borrowing Base Property; (b) the Borrower shall have delivered to the Administrative Agent a Borrowing Base Report reflecting the Borrowing Base for the most recent fiscal quarter for which financial statements are available assuming such Property Release occurred on the first day of such period; (c) the Borrower shall have delivered to the Administrative Agent all documents and instruments reasonably requested by the Administrative Agent in connection with such Property Release including, without limitation, the following as applicable: (i) any instrument to be used to effect such Property Release; and (ii) an appropriate endorsement to the mortgagee title insurance policy, if any, in effect with respect to the affected Borrowing Base Property (and appropriate corrective endorsements with respect to any other mortgagee policies of title insurance on Borrowing Base Properties which have tie-in clauses which are affected by the release); and (d) the Administrative Agent shall have determined that the Total Extensions of Credit will not exceed the Borrowing Base after giving effect to such Property Release and any prepayment to be made and/or the acceptance of any replacement Subject Property pursuant to Section 4.1, which is to be given concurrently with such Property Release as an additional or replacement Borrowing Base Property.
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Release of Borrowing Base Properties. Borrowers may request that a Borrowing Base Property that has previously been admitted into the Borrowing Base be removed from the Borrowing Base provided that: (i) Borrowers shall provide Administrative Agent a written request to remove such Borrowing Base Property from the Borrowing Base, (ii) after giving effect to the removal of such Borrowing Base Property from the Borrowing Base, the Borrowing Base is equal to or exceeds the Commitment Usage, and (iii) no Potential Default or Default shall exist prior to or after giving effect to the removal of such Borrowing Base Property from the Borrowing Base.
Sample 1
Release of Borrowing Base Properties. From time to time the Borrower may request, upon not less than 10 Business Days’ prior written notice to the Administrative Agent (or such shorter period to which the Administrative Agent may agree in its sole discretion), that a Borrowing Base Property ceases to be a Borrowing Base Property and that, if such Borrowing Base Property is subject to a Mortgage, the Mortgage and the other Collateral Documents on or relating to the affected Borrowing Base Property (including the pledge of Equity Interests in each of the direct and indirect Subsidiaries that owns such Borrowing Base Property) be discharged (solely with respect to such Borrowing Base Property), which release may be effected by the Administrative Agent, without further consent of the Lenders, if all of the following conditions are satisfied as of the date of such release: (i) The Borrower has certified that no Default or Event of Default exists or will exist immediately after giving effect to such release and the reduction of Borrowing Base Availability by reason of such release; (ii) the Borrower shall have delivered to the Administrative Agent a Borrowing Base Certificate demonstrating on a pro forma basis that the aggregate principal amount of all outstanding Loans will not exceed the Borrowing Base Availability or the aggregate Revolving Commitments of all Lenders, in each case after giving effect to such release and any prepayment required pursuant to Section 2.7(b) to be made and/or the acceptance of any Eligible Property as an additional or replacement Borrowing Base Property to be given concurrently with such request; (iii) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating that the covenants set forth in Section 10.1, will continue to be satisfied, after giving effect to such release; (iv) the Borrower shall have paid any amounts as are required in order to ensure that the aggregate principal amount of all outstanding Loans will not exceed the Borrowing Base Availability or the aggregate Revolving Commitments of all Lenders, in each case after giving effect to such release; and (v) the Borrower shall have paid to the Administrative Agent all reasonable costs and expenses, including reasonable outside attorneys’ fees, incurred by the Administrative Agent in connection with such release. Upon satisfaction of the foregoing conditions, Administrative Agent shall, as soon as is reasonably practicable, execute such documents and take such action...
Sample 1
Release of Borrowing Base Properties. Notwithstanding anything to the contrary set forth in the Loan Documents, including, without limitation, Sections 6.13 and 10.01 of the Credit Agreement, prior to the payment in full of the Obligations (other than contingent Obligations not yet due and payable and for which no demand has been made) and the termination of the Commitment of each Lender, no Borrowing Base Property shall be released from the lien of the applicable Security Instrument, and no Borrower shall be released from its obligations under the Loan Documents, unless such release is approved by Administrative Agent and the Required Lenders in each instance, which approval may be given or withheld by Administrative Agent and each such Lender in their sole and absolute discretion.
Sample 1
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Related to Release of Borrowing Base Properties

  • Borrowing Base Properties (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of Parent and Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to: (b) Pay all real estate and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Borrowing Base Property, now or hereafter levied or assessed or imposed against any Borrowing Base Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted). (c) Promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any Borrowing Base Property (except those which are being contested in good faith by appropriate proceedings diligently conducted), and in any event never permit to be created or exist in respect of any Borrowing Base Property or any part thereof any other or additional Lien or security interest other than Liens permitted by Section 8.01. (d) Operate the Borrowing Base Properties in a good and workmanlike manner and in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgment. (e) Cause each other Loan Party to, to the extent owned and controlled by a Loan Party, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each Borrowing Base Property.

  • Initial Borrowing Base For the period from and including the Closing Date to but excluding the first Redetermination Date, the amount of the Borrowing Base shall be $2,250,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to Section 2.14(e), (f) and (g).

  • Borrowing Base Report The Agent shall have received from the Borrower the initial Borrowing Base Report dated as of the Closing Date.

  • Borrowing Base Reports Within thirty (30) days after the last day of each month, aged listings of accounts receivable and accounts payable (by invoice date) (the “Borrowing Base Reports”);

  • Calculation of Borrowing Base For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided that: (a) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall be increased to 12.5%; (b) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; (c) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 20% figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%; (d) no Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as such term is used in and to the extent required under Section 7.01(a) of the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein; (e) the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%; (f) the portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity Interests of Financing Subsidiaries be included in the Borrowing Base); (g) the portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 15% and the portion of the Borrowing Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were acquired shall not exceed 5%; and (h) the portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia, Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the consent of the Administrative Agent. As used herein, the following terms have the following meanings:

  • After Acquired Real Property (i) Upon the acquisition by any Loan Party after the date hereof of any fee interest in any real property (wherever located) (each such interest being a “New Facility”) with a Current Value (as defined below) in excess of $1,000,000, promptly so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property (for purposes of this Section, the “Current Value”). The Collateral Agent shall notify such Loan Party whether it intends to require a Mortgage and the other Real Property Deliverables. Upon receipt of such notice requesting a Mortgage, the Person that has acquired such New Facility shall promptly furnish to the Collateral Agent each of the applicable Real Property Deliverables, reasonably requested by the Collateral Agent. The Borrowers shall pay all fees and expenses, including reasonable attorneys’ fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o). (ii) Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any improved real property acquired by any Loan Party after the Closing Date until (1) (a) if such improved real property is not located in a “special flood hazard area”, the date that is five (5) Business Days or (b) if such improved real property is located in a “special flood hazard area”, the date that occurs 14 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance.

  • Borrowing Base Agent shall have received evidence from Borrowers that the aggregate amount of Eligible Receivables and Eligible Inventory is sufficient in value and amount to support Advances in the amount requested by Borrowers on the Closing Date;

  • Unencumbered Properties Each Property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria.”

  • CREDIT AND COLLATERAL REQUIREMENTS The applicable credit and collateral requirements are specified on the Cover Sheet.

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

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