Common use of Reduction of Borrowing Base Upon Asset Dispositions Clause in Contracts

Reduction of Borrowing Base Upon Asset Dispositions. If (i) the Borrower or one of the other Credit Parties Disposes of Oil and Gas Properties or Disposes of any Stock or Stock Equivalents in any Restricted Subsidiary or Minority Investment owning Oil and Gas Properties, (ii) such Disposition involves Borrowing Base Properties included in the most recently delivered Reserve Report and (iii pursuant to Section 10.4(b) and (ii) the aggregate PV-9 (calculated at the time of such Disposition) of all such Borrowing BaseOil and Gas Properties or Dispositions of any Stock or Stock Equivalents in any Restricted Subsidiary or Minority Investment owning Oil and Gas Properties Disposed of since the later of (A) the last Scheduled Redetermination Date and (B) the last adjustment of the Borrowing Base made pursuant to this Section 2.14(g) exceeds 5% of the then-effective Borrowing Base, then, after the Administrative Agent has received the notice required to be delivered by the Borrower pursuant to Section 10.4(b), no later than two Business Days’ after the date of consummation of any such Disposition, the Required Lenders shall have the right to adjust the Borrowing Base in an amount equal to the Borrowing Base value, if any, attributable to such Disposed of Borrowing Base Properties in the calculation of the then-effective Borrowing Base and, if the Required Lenders in fact make any such adjustment, the Administrative Agent shall promptly notify the Borrower in writing of the Borrowing Base value, if any, 715000788 12406500715000788 12406500 attributable to such Disposed of Borrowing Base Properties in the calculation of the then-effective Borrowing Base and upon receipt of such notice, the Borrowing Base shall be simultaneously reduced by such amount.exceeds $1,000,000, then the Borrowing Base shall be reduced by an amount equal to the Net Cash Proceeds (which shall be payable to the Borrower or the applicable Credit Party in cash) attributable to such Disposition and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such Disposition, effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers and the Lenders on such date until the next redetermination or modification thereof hereunder; provided, however, that (A) with respect to the Arkoma Sale, no mandatory prepayment (and no reduction of the Borrowing Base) will be required and (B) with respect to the Non-Core Mid -Con Sale and the Permian Sale, the amount of the mandatory prepayment and reduction of the Borrowing Base shall equal the greater of (x) the PV-9 of such assets and (y) 75% of the Net Cash Proceeds of such sale (all of which Net Cash Proceeds shall, in any event, be required to be paid in full in cash upon consummation of such Disposition).

Reduction of Borrowing Base Upon Asset Dispositions. If (i) the Borrower or one of the other Credit Loan Parties Disposes of Oil and Gas Borrowing Base Properties or Disposes of any Stock or Stock Equivalents Equity Interests in any Restricted Subsidiary or Minority Investment Person owning Oil and Gas Borrowing Base Properties, (ii) such Disposition involves Borrowing Base Properties included in each case, to a Person other than the most recently delivered Reserve Report and (iii pursuant to Section 10.4(b) Borrower or a Subsidiary Guarantor and (ii) the aggregate PV-9 (calculated at the time of such Disposition) Borrowing Base Value of all such Borrowing BaseOil and Gas Properties or Dispositions of any Stock or Stock Equivalents in any Restricted Subsidiary or Minority Investment owning Oil and Gas Base Properties Disposed of since the later of (A) the last Scheduled Redetermination Date and (B) the last adjustment of the Borrowing Base made pursuant to this Section 2.14(g2.08(b) exceeds 5% five percent (5.0%) of the then-effective Borrowing Base, then, after the Administrative Agent has received the notice required to be delivered by the Borrower pursuant to Section 10.4(b), then no later than two (2) Business Days’ after the date of consummation of any such Disposition, the Required Lenders shall have the right to adjust the Borrowing Base in shall be reduced by an amount equal to the Borrowing Base value, if any, Value attributable to such Disposed of Borrowing Base Properties in the calculation of the then-effective Borrowing Base andBase, if the Required Lenders in fact make any such adjustment, and the Administrative Agent shall promptly notify the Borrower in writing of the Borrowing Base value, if any, 715000788 12406500715000788 12406500 Value attributable to such Disposed of Borrowing Base Properties in the calculation of the then-effective Borrowing Base and upon receipt of such notice, the Borrowing Base shall be simultaneously reduced by such amount.exceeds $1,000,000amount. For the purposes of this Section 2.08(b), then the a Disposition of Borrowing Base Properties shall be reduced by deemed to include the designation of a Restricted Subsidiary owning Borrowing Base Properties as an amount equal to the Net Cash Proceeds (which shall be payable to the Borrower Unrestricted Subsidiary or the applicable Credit Party in cash) attributable to such Disposition Excluded Subsidiary and the Disposition of Equity Interests in any Person owning Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such Disposition, effective and applicable Properties to the Borrower, the Administrative Agent, the Letter of Credit Issuers and the Lenders on such date until the next redetermination an Unrestricted Subsidiary or modification thereof hereunder; provided, however, that (A) with respect to the Arkoma Sale, no mandatory prepayment (and no reduction of the Borrowing Base) will be required and (B) with respect to the Non-Core Mid -Con Sale and the Permian Sale, the amount of the mandatory prepayment and reduction of the Borrowing Base shall equal the greater of (x) the PV-9 of such assets and (y) 75% of the Net Cash Proceeds of such sale (all of which Net Cash Proceeds shall, in any event, be required to be paid in full in cash upon consummation of such Disposition)Excluded Subsidiary.

Reduction of Borrowing Base Upon Asset Dispositions. If (i) the Borrower or one any of the other Credit Parties Disposes of Oil and Gas Properties or Disposes of any Stock or Stock Equivalents Equity Interests in any Restricted Subsidiary or Minority Investment owning Oil and Gas PropertiesProperties and none of the foregoing Dispositions is a Scheduled Disposition, (ii) such Disposition described in clause (i) involves Borrowing Base Properties included in the most recently delivered Reserve Report and (iii pursuant to Section 10.4(b) and (iiiii) the aggregate PV-9 (calculated at the time of such Disposition) Borrowing Base Value of all such Borrowing BaseOil and Gas Properties or Dispositions of any Stock or Stock Equivalents in any Restricted Subsidiary or Minority Investment owning Oil and Gas Base Properties Disposed of (except in connection with a Scheduled Disposition) since the later of (A) the last Scheduled Redetermination Date and (B) the last adjustment of the Borrowing Base made pursuant to this Section 2.14(g) exceeds 5% of the then-effective Borrowing Base (or, when aggregated with all terminations or creations of any off-setting positions in respect of any commodity hedge positions, 7.5% of the then-effective Borrowing Base), then, no later than two Business Days’ after the Administrative Agent has received the notice of the consummation of any such Disposition required to be delivered by the Borrower pursuant to Section 10.4(b), no later than two Business Days’ after the date of consummation of any such Disposition, the Required Lenders shall have the right to adjust the Borrowing Base in an amount equal to the Borrowing Base valueValue, if any, attributable to such Disposed of Borrowing Base Properties in the calculation of the then-effective Borrowing Base and, if the Required Lenders in fact make any such adjustment, the Administrative Agent shall promptly notify the Borrower in writing of the Borrowing Base valueValue, if any, 715000788 12406500715000788 12406500 attributable to such Disposed of Borrowing Base Properties in the calculation of the then-effective Borrowing Base and upon receipt of such notice, the Borrowing Base shall be simultaneously reduced by such amount.exceeds $1,000,000, then the Borrowing Base shall be reduced by an amount equal to the Net Cash Proceeds (which shall be payable to the Borrower or the applicable Credit Party in cash) attributable to such Disposition and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such Disposition, effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers and the Lenders on such date until the next redetermination or modification thereof hereunder; provided, however, that (A) with respect to the Arkoma Sale, no mandatory prepayment (and no reduction of the Borrowing Base) will be required and (B) with respect to the Non-Core Mid -Con Sale and the Permian Sale, the amount of the mandatory prepayment and reduction of the Borrowing Base shall equal the greater of (x) the PV-9 of such assets and (y) 75% of the Net Cash Proceeds of such sale (all of which Net Cash Proceeds shall, in any event, be required to be paid in full in cash upon consummation of such Disposition)amount.

Reduction of Borrowing Base Upon Asset Dispositions. If (i) the Borrower or one of the other Credit Parties Disposes of Oil and Gas Properties or Disposes of any Stock or Stock Equivalents Equity Interests in any Restricted Subsidiary or Minority Investment owning Oil and Gas PropertiesProperties and none of the foregoing Dispositions is a Scheduled Disposition, (ii) such Disposition described in clause (i) involves Borrowing Base Properties included in the most recently delivered Reserve Report and (iii pursuant to Section 10.4(b) and (iiiii) the aggregate PV-9 (calculated at the time of such Disposition) Borrowing Base Value of all such Borrowing BaseOil and Gas Properties or Dispositions of any Stock or Stock Equivalents in any Restricted Subsidiary or Minority Investment owning Oil and Gas Base Properties Disposed of (except in connection with a Scheduled Disposition) since the later of (A) the last Scheduled Redetermination Date and (B) the last adjustment of the Borrowing Base made pursuant to this Section 2.14(g) exceeds 510% of the then-effective Borrowing Base, then, after the Administrative Agent has received the notice required to be delivered by the Borrower pursuant to Section 10.4(b), no later than two Business Days’ after the date of consummation of any such Disposition, the Required Lenders shall have the right to adjust the Borrowing Base in an amount equal to the Borrowing Base valueValue, if any, attributable to such Disposed of Borrowing Base Properties in the calculation of the then-effective Borrowing Base and, if the Required Lenders in fact make any such adjustment, the Administrative Agent shall promptly notify the Borrower in writing of the Borrowing Base valueValue, if any, 715000788 12406500715000788 12406500 attributable to such Disposed of Borrowing Base Properties in the calculation of the then-effective Borrowing Base and upon receipt of such notice, the Borrowing Base shall be simultaneously reduced by such amount.exceeds $1,000,000, then the Borrowing Base shall be reduced by an amount equal to the Net Cash Proceeds (which shall be payable to the Borrower or the applicable Credit Party in cash) attributable to such Disposition and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such Disposition, effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers and the Lenders on such date until the next redetermination or modification thereof hereunder; provided, however, that (A) with respect to the Arkoma Sale, no mandatory prepayment (and no reduction of the Borrowing Base) will be required and (B) with respect to the Non-Core Mid -Con Sale and the Permian Sale, the amount of the mandatory prepayment and reduction of the Borrowing Base shall equal the greater of (x) the PV-9 of such assets and (y) 75% of the Net Cash Proceeds of such sale (all of which Net Cash Proceeds shall, in any event, be required to be paid in full in cash upon consummation of such Disposition)amount.

Reduction of Borrowing Base Upon Asset Dispositions. If Subject to Section 2.07(l)(ii), if (i) the Borrower or one of the other Credit Loan Parties Disposes of Oil and Gas Properties or Disposes of any Stock or Stock Equivalents in any Restricted Subsidiary or Minority Investment owning Oil and Gas Properties, (iix) such Disposition involves Borrowing Base Properties included or any Equity Interests in any Person owning Borrowing Base Properties and/or (y) Pipeline Assets or any Equity Interests in any Person owning Pipeline Assets, in each case, other than to a Loan Party (any of the most recently delivered Reserve Report and (iii pursuant to Section 10.4(b) foregoing transactions, an “Asset Monetization”), and (ii) the aggregate PV-9 (calculated at the time of such Disposition) Borrowing Base Value of all such Borrowing BaseOil and Gas Base Properties (or, in the case of a Disposition of Pipeline Assets or Dispositions of any Stock or Stock Equivalents the Equity Interests in any Restricted Subsidiary or Minority Investment Person owning Oil and Gas Properties Disposed of since Pipeline Assets, the later of (A) the last Scheduled Redetermination Date and (B) the last adjustment of aggregate decrease in the Borrowing Base made pursuant to this Section 2.14(gValue resulting from such Disposition) Disposed of, taken together with the aggregate Borrowing Base Value of any Hedge Monetizations, since the Last B/B Hedge/Disposition Reduction, exceeds 5% in the aggregate five percent (5.0%) of the then-effective Borrowing Base, then, after the Administrative Agent has received the notice required to be delivered by the Borrower pursuant to Section 10.4(b), then no later than two (2) Business Days’ Days after the date of from the consummation of any such Disposition, the Required Lenders shall have the right to adjust the Borrowing Base in an amount equal up to the Borrowing Base valueValue, if any, attributable to such Disposed of Borrowing Base Properties (or, in the case of a Disposition of Pipeline Assets or the Equity Interests in any Person owning Pipeline Assets, the decrease in Borrowing Base Value resulting from such Disposition) in the calculation of the then-effective Borrowing Base and, if the Required Lenders in fact elect to make any such adjustment, the Administrative Agent shall promptly notify the Borrower in writing of the Borrowing Base valueValue, if any, 715000788 12406500715000788 12406500 attributable to such Disposed of Borrowing Base Properties (or, in the case of a Disposition of Pipeline Assets or the Equity Interests in any Person owning Pipeline Assets, the decrease in Borrowing Base Value resulting from such Disposition) in the calculation of the then-effective Borrowing Base, the amount by which the Required Lenders have elected to reduce the Borrowing Base and upon receipt of such notice, the Borrowing Base shall be simultaneously reduced by such amount.exceeds $1,000,000amount; provided that, then at its sole discretion, in connection with any adjustment to the Borrowing Base pursuant to this Section 2.07(g), the Borrower shall have the right (but not the obligation) to provide updated reserve report engineering and other information reasonably requested by the Administrative Agent or the Lenders and such engineering and information shall be reduced taken into consideration by an amount equal to the Net Cash Proceeds (which shall be payable to the Borrower or the applicable Credit Party in cash) attributable to such Disposition and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such Disposition, effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Agent and the Lenders on such date until the next redetermination or modification thereof hereunder; provided, however, that (A) with respect to the Arkoma Sale, no mandatory prepayment (and no reduction of the Borrowing Base) will be required and (B) with respect to the Non-Core Mid -Con Sale and the Permian Sale, in determining the amount of any necessary adjustment (if any). For the mandatory prepayment and reduction purposes of the this Section 2.07(g), a Disposition of Borrowing Base Properties or Pipeline Assets shall equal be deemed to include the greater designation of (x) a Restricted Subsidiary owning Borrowing Base Properties or Pipeline Assets, as applicable, as an Unrestricted Subsidiary and the PV-9 Disposition of such assets and (y) 75% of the Net Cash Proceeds of such sale (all of which Net Cash Proceeds shall, Equity Interests in any eventPerson owning Borrowing Base Properties or Pipeline Assets, be required as applicable, to be paid in full in cash upon consummation of such Disposition)an Unrestricted Subsidiary.

Reduction of Borrowing Base Upon Asset Dispositions. If (i) the Borrower or one of the other Credit Parties Disposes of Oil and Gas Properties or Disposes of any Stock or Stock Equivalents Equity Interests in any Restricted Subsidiary or Minority Investment owning Oil and Gas Properties, (ii) such Disposition described in clause (i) involves Borrowing Base Properties included in the most recently delivered Reserve Report and (iii pursuant to Section 10.4(b) and (iiiii) the aggregate PV-9 (calculated at the time of such Disposition) Borrowing Base Value of all such Borrowing BaseOil and Gas Properties or Dispositions of any Stock or Stock Equivalents in any Restricted Subsidiary or Minority Investment owning Oil and Gas Base Properties Disposed of since the later of (A) the last Scheduled Redetermination Date redetermination date and (B) the last adjustment of the Borrowing Base made pursuant to this Section 2.14(g) exceeds 55.0% of the then-effective Borrowing Base, then, after the Administrative Agent has received the notice required to be delivered by the Borrower pursuant to Section 10.4(b) or Section 10.6(i), no later than two (2) Business Days’ Days after the date of consummation of any such Disposition, the Required Lenders shall have the right to adjust the Borrowing Base in an amount equal to the Borrowing Base valueValue, if any, attributable to such Disposed of Borrowing Base Properties in the calculation of the then-effective Borrowing Base and, if the Required Lenders in fact make any such adjustment, the Administrative Agent shall promptly notify the Borrower in writing of the Borrowing Base valueValue, if any, 715000788 12406500715000788 12406500 attributable to such Disposed of Borrowing Base Properties in the calculation of the then-effective Borrowing Base and upon receipt of such notice, the Borrowing Base shall be simultaneously reduced by such amount.exceeds $1,000,000, then amount. For the Borrowing Base purposes of this Section 2.14(g) a “Disposition” of Oil and Gas Properties shall be reduced by deemed to include the designation of a Restricted Subsidiary owning Oil and Gas Properties as an amount equal to Unrestricted Subsidiary and the Net Cash Proceeds (which shall be payable to the Borrower Disposition or other transfer of Oil and Gas Properties or the applicable Credit Party in cash) attributable to such Disposition and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such Disposition, effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers and the Lenders on such date until the next redetermination or modification thereof hereunder; provided, however, that (A) with respect to the Arkoma Sale, no mandatory prepayment (and no reduction of the Borrowing Base) will be required and (B) with respect to the Non-Core Mid -Con Sale and the Permian Sale, the amount of the mandatory prepayment and reduction of the Borrowing Base shall equal the greater of (x) the PV-9 of such assets and (y) 75% of the Net Cash Proceeds of such sale (all of which Net Cash Proceeds shall, Equity Interests in any event, be required Restricted Subsidiary or Minority Investment owning Oil and Gas Properties to be paid in full in cash upon consummation of such Disposition)an Unrestricted Subsidiary.