Sale of Borrowing Base Properties to Third Parties Clause Samples

Sale of Borrowing Base Properties to Third Parties. If there exists no subsisting Event of Default, the Borrower and the Material Subsidiaries may at any time and from time to time during the Term, sell or dispose of all or any parts of the Borrowing Base Properties to third Persons provided that: (a) such sales or dispositions are in accordance with sound industry practice; and (b) in the event that in any period of one Year since the most recent determination or redetermination of the Borrowing Base Limit pursuant to this Article 7, the aggregate gross proceeds from any such sales or dispositions of Borrowing Base Properties exceed the Annual Disposition Limit then in effect and unless the Required Lenders shall otherwise specifically agree in writing: (i) the Borrower shall promptly provide the Agent with full particulars regarding all sales or dispositions during that period of one Year, including but not limited to executed copies of the applicable agreements pursuant to which the Borrower or a Material Subsidiary disposed of or agreed to dispose of such Borrowing Base Properties and any other data, documents, information or material with respect thereto that the Agent may request, acting reasonably; and (ii) the current Borrowing Base Limit shall be adjusted by the Agent (which adjustment must be approved by the Required Lenders (except where the sale or disposition is a Permitted Disposition contemplated by paragraph (f) of the definition of Permitted Disposition in Section 1.1, in which case the adjustment must be approved unanimously by all of the Lenders)) by reducing it to reflect the Lending Value Component of the Borrowing Base Properties sold or disposed of since the last determination or redetermination of the Borrowing Base Limit and, in such case, the Agent shall deliver a Borrowing Base Certificate to the Borrower which specifies the adjusted Borrowing Base Limit which shall come into force upon its delivery to the Borrower and shall continue in effect until the Borrowing Base Limit is redetermined in accordance with this Article 7; provided, however, in the event of any redetermination of the Borrowing Base Limit pursuant to this Section 7.3(b), the Borrower shall be entitled to have included in such redetermination any Reserves and any Tangible Property related to or used in connection therewith acquired or discovered which were not included in the most recent Engineering Report and Section 7.4(a) shall apply to the inclusion of such acquired or discovered Reserves and any Tangible Prope...
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Related to Sale of Borrowing Base Properties to Third Parties

  • 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.

  • After Acquired Real Property Upon the acquisition by it or any of its Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any real property (wherever located) (each such interest being a “New Facility”) with a Current Value (as defined below) in excess of $500,000 in the case of a fee interest immediately 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 any other Real Property Deliverables or landlord’s waiver (pursuant to Section 7.01(l) hereof) with respect to such New Facility. Upon receipt of such notice requesting a Mortgage (and any other Real Property Deliverables) or landlord’s waiver, the Person that has acquired such New Facility shall promptly furnish the same to the Collateral Agent. The Borrower shall pay all fees and expenses, including, without limitation, 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(m).

  • Transactions Involving Collateral Except for inventory sold or accounts collected in the ordinary course of Grantor's business, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender.

  • 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.