Common use of Mandatory Reductions Clause in Contracts

Mandatory Reductions. Subject only to those certain exceptions from the following that are expressly provided for as part of the Second Amendment BB Reduction Waiver respecting such Disposition of those certain Second Amendment Release Oil and Gas Properties as have been duly approved by the Majority Lenders (as more particularly set forth within the Second Amendment), if any other Trigger Event has the effect of causing the sum of (i) the BB Value of all Dispositions of Oil and Gas Properties made since the date of the most recent Borrowing Base redetermination (including such Trigger Event), (ii) the BB Value of ▇▇ ▇▇▇▇▇▇ which have been novated, assigned, unwound, terminated, expired or amended since the date of the most recent Borrowing Base redetermination less the BB Value of any new ▇▇ ▇▇▇▇▇▇ concurrently put in place with the termination of such ▇▇ ▇▇▇▇▇▇ since the most recent Borrowing Base redetermination (including such Trigger Event), and (iii) the BB Value attributed to Oil and Gas Properties subject to title defects not cured to the satisfaction of the Administrative Agent as provided in Section 5.12 within the 45-day period permitted under Section 5.12 (including such Trigger Event), to exceed 5% of the Borrowing Base then in effect, then effective as of the applicable Trigger Event Date, the Borrowing Base shall be automatically reduced by the BB Value of Oil and Gas Properties and/or ▇▇ ▇▇▇▇▇▇, as applicable, that are covered by such Trigger Event as determined by the Administrative Agent. For the avoidance of doubt, the mandatory reduction in the Borrowing Base required under this clause (d) shall not constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms of this Agreement.

Appears in 3 contracts

Sources: Credit Agreement (Unit Corp), Credit Agreement (Unit Corp), Credit Agreement (Unit Corp)

Mandatory Reductions. Subject only to those certain exceptions from the following that are expressly provided for as part of the Second Amendment BB Reduction Waiver respecting such Disposition of those certain Second Amendment Release Oil and Gas Properties as have been duly approved by the Majority Lenders (as more particularly set forth within the Second Amendment), if If any other Trigger Event has the effect of causing the sum of (i) the BB Value of all Dispositions of Oil and Gas Properties made since the date of the most recent Borrowing Base redetermination (including such Trigger Event), (ii) the BB Value of ▇▇ ▇▇▇▇▇▇ which have been novated, assigned, unwound, terminated, expired or amended since the date of the most recent Borrowing Base redetermination less the BB Value of any new ▇▇ ▇▇▇▇▇▇ concurrently put in place with the termination of such ▇▇ ▇▇▇▇▇▇ since the most recent Borrowing Base redetermination (including such Trigger Event), and (iii) the BB Value attributed to Oil and Gas Properties subject to title defects not cured to the satisfaction of the Administrative Agent as provided in Section 5.12 within the 45-day period permitted under Section 5.12 (including such Trigger Event), to exceed 5% of the Borrowing Base then in effect, then effective as of the applicable Trigger Event Date, the Borrowing Base shall be automatically reduced by the BB Value of Oil and Gas Properties and/or ▇▇ ▇▇▇▇▇▇, as applicable, that are covered by such Trigger Event as determined by the Administrative Agent. For the avoidance of doubt, the mandatory reduction in the Borrowing Base required under this clause (d) shall not constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms of this Agreement.

Appears in 2 contracts

Sources: Credit Agreement (Unit Corp), Credit Agreement (Unit Corp)

Mandatory Reductions. Subject only to those certain exceptions from the following that are expressly provided for as part of the Second Amendment BB Reduction Waiver respecting such Disposition of those certain Second Amendment Release Oil and Gas Properties as have been duly approved by the Majority Lenders (as more particularly set forth within the Second Amendment), if i) If any other Trigger Event has the effect of causing the sum of (iA) the BB Value of all Dispositions of Oil and Gas Properties made since the date of the most recent scheduled Borrowing Base redetermination (including such Trigger Event), (iiB) the BB Value of all Dispositions of Oil and Gas Related Properties made since the date of the most recent scheduled Borrowing Base redetermination (including such Trigger Event), (C) the BB Value of ▇▇ ▇▇▇▇▇▇ which have been novated, assigned, unwound, terminated, expired or amended since the date of the most recent Borrowing Base redetermination less the BB Value of any new ▇▇ ▇▇▇▇▇▇ concurrently put in place with the termination of such ▇▇ ▇▇▇▇▇▇ since the most recent scheduled Borrowing Base redetermination (including such Trigger Event), and (iiiD) the BB Value attributed to Oil and Gas Properties subject to title defects not cured to the satisfaction of the Administrative Agent as provided in Section 5.12 5.11 within the 4560-day period permitted under Section 5.12 5.11 (including such Trigger Event), to exceed 5% of the Borrowing Base then in effect, then effective as of the applicable Trigger Event Date, the Borrowing Base shall be automatically reduced by the BB Value of the Oil and Gas Properties and/or Properties, Oil and Gas Related Properties, and ▇▇ ▇▇▇▇▇▇, as applicable, that are covered by such Trigger Event as determined by the Administrative Agent. If any notice event is triggered under Section 6.01(g) as to any Lien, then effective as of the date such notice is delivered to the Administrative Agent, the Borrowing Base shall be automatically reduced by the BB Value attributed to such Lien. For the avoidance of doubt, the mandatory reduction in the Borrowing Base required under this clause (di) shall not constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms of this Agreement. (ii) Effective immediately as of the date of incurrence of any Senior Unsecured Note Indebtedness (other than Senior Unsecured Note Indebtedness issued pursuant to an Exchange Offer), unless otherwise consented to by the Required Lenders, the Borrowing Base shall automatically reduce on such date by an amount equal to 25% of (A) the principal amount of such Senior Unsecured Note Indebtedness (without giving effect to any original issue discount) minus (B) the sum of (1) to the extent such Senior Unsecured Note Indebtedness constitutes a refinancing of Senior Unsecured Note Indebtedness permitted by Section 6.21, the principal amount of Senior Unsecured Note Indebtedness being refinanced thereby and (2) the aggregate principal amount of Second Lien Debt repaid with the proceeds of such Senior Unsecured Note Indebtedness, and such reduced Borrowing Base shall remain in effect until the date the Borrowing Base is otherwise redetermined or adjusted pursuant to this Agreement. For the avoidance of doubt, the mandatory reduction in the Borrowing Base required under this clause (ii) shall not constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms of this Agreement. (iii) Unless the reduction set forth in this clause (iii) is waived by the Required Lenders, the Borrowing Base shall automatically reduce on July 1, 2020 by an amount equal to $25,000,000. The Borrowing Base, as reduced pursuant to this Section 2.02(d)(iii) shall remain in effect at such applicable amount until the effective date of any subsequent Borrowing Base redetermination or adjustment made in accordance with the terms of this Agreement.

Appears in 1 contract

Sources: Credit Agreement (Penn Virginia Corp)

Mandatory Reductions. Subject only to those certain exceptions from the following that are expressly provided for as part of the Second Amendment BB Reduction Waiver respecting such Disposition of those certain Second Amendment Release Oil and Gas Properties as have been duly approved by the Majority Lenders (as more particularly set forth within the Second Amendment), if i) If any other Trigger Event has the effect of causing the sum of (iA) the BB Value of all Dispositions of Oil and Gas Properties made since the date of the most recent scheduled Borrowing Base redetermination (including such Trigger Event), (iiB) the BB Value of all Dispositions of Oil and Gas Related Properties made since the date of the most recent scheduled Borrowing Base redetermination (including such Trigger Event), (C) the BB Value of ▇▇ ▇▇▇▇▇▇ which have been novated, assigned, unwound, terminated, expired or amended since the date of the most recent Borrowing Base redetermination less the BB Value of any new ▇▇ ▇▇▇▇▇▇ concurrently put in place with the termination of such ▇▇ ▇▇▇▇▇▇ since the most recent scheduled Borrowing Base redetermination (including such Trigger Event), and (iiiD) the BB Value attributed to Oil and Gas Properties subject to title defects not cured to the satisfaction of the Administrative Agent as provided in Section 5.12 5.11 within the 4560-day period permitted under Section 5.12 5.11 (including such Trigger Event), to exceed 5% of the Borrowing Base then in effect, then effective as of the applicable Trigger Event Date, the Borrowing Base shall be automatically reduced by the BB Value of the Oil and Gas Properties and/or Properties, Oil and Gas Related Properties, and ▇▇ ▇▇▇▇▇▇, as applicable, that are covered by such Trigger Event as determined by the Administrative Agent. If any notice event is triggered under Section 6.01(g) as to any Lien, then effective as of the date such notice is delivered to the Administrative Agent, the Borrowing Base shall be automatically reduced by the BB Value attributed to such Lien. For the avoidance of doubt, the mandatory reduction in the Borrowing Base required under this clause (di) shall not constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms of this Agreement. (ii) Effective immediately as of the date of incurrence of any Senior Unsecured Note Indebtedness (other than Senior Unsecured Note Indebtedness issued pursuant to an Exchange Offer), unless otherwise consented to by the Required Lenders, the Borrowing Base shall automatically reduce on such date by an amount equal to 25% of (A) the principal amount of such Senior Unsecured Note Indebtedness (without giving effect to any original issue discount) minus (B) the sum of (1) to the extent such Senior Unsecured Note Indebtedness constitutes a refinancing of Senior Unsecured Note Indebtedness permitted by Section 6.21, the principal amount of Senior Unsecured Note Indebtedness being refinanced thereby and (2) the aggregate principal amount of Second Lien Debt repaid with the proceeds of such Senior Unsecured Note Indebtedness, and such reduced Borrowing Base shall remain in effect until the date the Borrowing Base is otherwise redetermined or adjusted pursuant to this Agreement. For the avoidance of doubt, the mandatory reduction in the Borrowing Base required under this clause (ii) shall not constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms of this Agreement.

Appears in 1 contract

Sources: Master Assignment, Borrowing Base Increase Agreement, and Amendment No. 6 to Credit Agreement (Penn Virginia Corp)