Borrowing Base Acquisition Adjustment Principles definition

Borrowing Base Acquisition Adjustment Principles means, in connection with the consummation of any acquisition of a business, equipment or other assets, the U.S. Borrower may submit a calculation of the applicable Borrowing Bases on a Pro Forma Basis with adjustments to reflect such acquisition and such Borrowing Bases, and availability hereunder shall be increased accordingly so long as, in the event that resulting Excess Availability would increase by more than $40.0 million in the aggregate for all assets acquired in such acquisition, the Administrative Agent shall have completed its review of such acquired assets, including a Collateral Audit or receipt of new (or, if agreed to by the Administrative Agent, recently completed) appraisals or updates of appraisals from one or more Acceptable Appraisers as the Administrative Agent shall require in its Reasonable Credit Judgment with respect to any such acquired assets prior to the inclusion of such acquired assets in excess of $40.0 million in the Global Borrowing Base; it being understood that (i) Net Orderly Liquidation Value and/or Net Orderly Liquidation Value In-Place and/or Appraised Fair Market Value with respect to any assets so acquired shall be based on new appraisals or updates of appraisals from one or more Acceptable Appraisers, if required by the Administrative Agent or if not required, the appraisals or updates thereof then existing with respect to the applicable class of eligible assets, (ii) subject to the limitations set forth in Section 2.01(a), the Borrowers shall, for the avoidance of doubt, be allowed to utilize any increase in any Borrowing Base resulting from such adjustment for the purpose of funding the purchase of such acquired assets, and (iii) if such additional assets are of a different type of collateral than the existing assets included in any Borrowing Base, such additional assets may be subject to different advance rates or eligibility criteria or may require the imposition of additional Reserves with respect thereto as the Administrative Agent shall in its Reasonable Credit Judgment require; provided that such advance rates applicable to a different type of collateral shall not be higher than the then highest advance rates set forth in the definition of the term “Borrowing Base” or any component definition thereof without the consent of the Super Majority Lenders. Any adjustments made to any such acquired assets shall be subject to the same adjustments and Reserves as set forth in the definitions of Eligible Receivables...
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Borrowing Base Acquisition Adjustment Principles means, in connection with the consummation of any acquisition by a Collateral Party of a business or other assets that constitutes an Investment permitted by Section 6.04, or of the acquisition of any Person that becomes a Collateral Party upon the consummation thereof (in each case, for purposes of this definition, a “Permitted Acquisition”), the U.S. Borrower may submit a calculation of the applicable Borrowing Bases, with adjustments to reflect the acquisition of Accounts and Inventory in connection with such Permitted Acquisition, and availability hereunder for Loans and Letters of Credit shall be increased accordingly; provided, however, that no such adjustment with respect to any Permitted Acquisition shall result in the Aggregate Borrowing Base being increased by more than $45,000,000 until such time as the Administrative Agent shall have completed its review of the Accounts and Inventory acquired in such Permitted Acquisition, including (a) a field examination of the books and records relating to such Accounts and such Inventory and (b) receipt of new (or, if agreed by the Administrative Agent, recently completed) appraisals or updates of appraisals in respect of such Inventory from one or more appraisers reasonably acceptable to the Administrative Agent, in each case as the Administrative Agent may require in its Permitted Discretion (it being understood and agreed that (i) the Net Orderly Liquidation Value with respect to any Inventory acquired in connection with such Permitted Acquisition shall be based on such new (or recently completed) appraisals or updates of appraisals, if so required by the Administrative Agent (and, if not so required by the Administrative Agent, the appraisals or updates thereof then existing with respect to the applicable class of Eligible Inventory) and (ii) such acquired Accounts and Inventory shall be subject to the same advance rates, eligibility criteria and Reserves as are applicable to the existing assets included in the Borrowing Bases).
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Borrowing Base Acquisition Adjustment Principles means, in connection with the consummation of any
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Related to Borrowing Base Acquisition Adjustment Principles

  • Substitution Adjustment Amount As defined in Section 2.03.

  • Capitalization Adjustment means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Adoption Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

  • Substitution Adjustment As defined in Section 2.03(d) hereof.

  • MFN Adjustment has the meaning specified in Section 2.14(b).

  • Inflation adjustment means that term as defined in the master settlement agreement.

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • Dilution Adjustment means any fraction or number by which the Exchange Rate shall be multiplied pursuant to Section 6.1(a), (b), (c) or (d).

  • SOFR Adjustment Conforming Changes means, with respect to any SOFR Rate, any technical, administrative or operational changes (including changes to the interest period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Administrator decides, from time to time, may be appropriate to adjust such SOFR Rate in a manner substantially consistent with or conforming to market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market practice exists, in such other manner as the Administrator determines is reasonably necessary).

  • Transmission Adjusted Market Flow means the result of applying the M2M Entitlement Transmission Adjusted Market Flow Calculation to the New Year Market Flow. The resulting Transmission Adjusted Market Flow is then used as the Reference Year Market Flow in all subsequent, iterative, evaluations.

  • Adjusted Borrowing Base means the Borrowing Base minus the aggregate amount of Cash and Cash Equivalents included in the Borrowing Base.

  • Borrowing Base Value means, with respect to any Oil and Gas Property of a Credit Party or any Swap Agreement in respect of commodities, the value the Administrative Agent attributed to such asset in connection with the most recent determination of the Borrowing Base as confirmed by Required Lenders.

  • Borrowing Base means, at any time of calculation, an amount equal to:

  • Borrowing Base Amount means:

  • Working Capital Adjustment Amount means an amount equal to the difference between (i) the Working Capital of the Company as of the Closing Date and (ii) the Estimated Working Capital Amount. For the avoidance of doubt the Working Capital Adjustment Amount may be a negative number.

  • Below Threshold Asset Sale Proceeds shall have the meaning assigned to such term in the definition of the term “Cumulative Credit.”

  • U.S. Borrowing Base means, as of any date of determination, the result of:

  • New Borrowing Base Notice has the meaning assigned such term in Section 2.07(d).

  • Spread Adjustment means 100 basis points.

  • Expense Adjusted Mortgage Rate With respect to any Mortgage Loan (or the related REO Property) as of any date of determination, a per annum rate of interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus the sum of the (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee Rate.

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Foreign Borrowing Base means, as of any date, an amount equal to:

  • Modified adjusted gross income means “federal adjusted gross income”:

  • Credit Adjustment shall have the meaning specified in Section 3.02.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • Proposed Borrowing Base has the meaning assigned to such term in Section 2.07(c)(i).

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.