Borrowing Base Assets Clause Samples
Borrowing Base Assets. (i) Each of the Mortgages, when properly recorded in the appropriate records, creates a valid, perfected first lien on the respective Borrowing Base Asset, subject only to Permitted Liens. The Loan Parties are the legal and beneficial owners of the Borrowing Base Assets, free and clear of any Lien, except for Permitted Liens described in clauses (a), (b), (d), (e) and (f) of the definition of “Permitted Liens”. Each of the Borrowing Base Assets satisfies the requirements in this Agreement to being a Borrowing Base Asset. There are no proceedings in condemnation or eminent domain affecting any of the Borrowing Base Assets and, to the knowledge of each Loan Party, none is threatened. No Person has any option or other right to purchase all or any portion of any of the Borrowing Base Assets or any interest therein.
(ii) To the knowledge of each Loan Party and except as may be disclosed in the zoning reports and property condition reports delivered to the Administrative Agent, (i) the Borrowing Base Assets and the use thereof comply in all material respects with all applicable zoning, subdivision and land use laws, regulations and ordinances, all applicable health, fire, building codes, parking laws and all other laws, statutes, codes, ordinances, rules and regulations applicable to the Borrowing Base Assets, or any of them, including without limitation the Americans with Disabilities Act; (ii) all permits, licenses and certificates for the lawful use, occupancy and operation of each component of each of the Borrowing Base Assets in the manner in which it is currently being used, occupied and operated, including, but not limited to certificates of occupancy, or the equivalent, have been obtained and are current and in full force and effect; (iii) no legal proceedings are pending or, to the knowledge of each Loan Party, threatened with respect to the zoning of any Borrowing Base Asset; and (iv) neither the zoning nor any other right to construct, use or operate any Borrowing Base Asset is in any way dependent upon or related to any real estate other than such Borrowing Base Asset in any way that has had or is reasonably likely to give rise to a materially adverse effect as to the value, use of or ability to sell or finance such Borrowing Base Asset.
(iii) The Loan Parties have delivered to the Administrative Agent a true and complete copy of each of the Management Agreements and Material Contracts to which they are a party that will be in effect on the Closing D...
Borrowing Base Assets. (a) All Accounts which are included in each Borrowing Base Certificate delivered by Borrower Agent from time to time are, at the time of such delivery, not excluded as ineligible for inclusion in the Borrowing Base by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definitions of the relevant defined terms.
(b) All Inventory which is included in each Borrowing Base Certificate delivered by Borrower Agent from time to time is, at the time of such delivery, (i) of good and marketable quality and free from known defects and (ii) not excluded as ineligible for inclusion in the Borrowing Base by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definitions of the relevant defined terms. All Eligible In-Transit Inventory which is included in each Borrowing Base Certificate delivered by Borrower Agent constitutes Eligible Inventory at the time of such delivery except as otherwise stated in the definition of the term “Eligible In-Transit Inventory”. All Eligible LC Backed Future Inventory which is included in each Borrowing Base Certificate delivered by Borrower Agent at any time will be, promptly upon such Inventory becoming owned by a Borrower, Eligible Inventory.
(c) All other Property (other than Accounts and Inventory referred to in clauses (a) and (b) of this Section above) which is included in each Borrowing Base Certificate delivered by Borrower Agent from time to time is, at the time of such delivery, not excluded as ineligible for inclusion in the Borrowing Base by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definitions of the relevant defined terms.
Borrowing Base Assets. As of any date of determination, Eligible Assets and Eligible Mortgages that are held by a Loan Party as of such date; provided that Borrowing Base Assets as of any date of determination shall include assets that will become Eligible Assets or Eligible Mortgages substantially concurrently with the funding of any Loan on such date. Borrowing Base Certificate. See §7.4(e).
Borrowing Base Assets. Save for the EG Block Assets, each Borrowing Base Asset will at all times be owned by an Obligor (excluding KEO).
Borrowing Base Assets. On or prior to the Closing Date, the Administrative Agent shall have received each of the documents required pursuant to Section 4.3 for each Borrowing Base Asset to be included in the Borrowing Base on the Closing Date.
Borrowing Base Assets. All or any part of a Borrowing Base Asset is impaired, abandoned or nationalised, or production from a Borrowing Base Asset is interrupted or impaired, in each case to an extent that the Majority Lenders believe could reasonably be expected to have a Material Adverse Effect.
Borrowing Base Assets. Each of the Properties and other assets included in calculations of the Borrowing Base satisfy all of the requirements contained in the definitions of “Eligible Property”, “Unencumbered Cash” and “Unencumbered Mortgage Receivable”, as applicable, except in the case of a Property to the extent the requirements in the definition of “Eligible Property” were waived by the Requisite Lenders, pursuant to Section 4.1.(c) at the time such Property was included in the Borrowing Base and such Property has not ceased to be a Borrowing Base Property pursuant to the definition thereof.
Borrowing Base Assets. Each of the Borrowing Base Assets included in the calculation of Borrowing Base Availability satisfies each condition and requirement of this Agreement to be included in the calculation of Borrowing Base Availability.
Borrowing Base Assets. Collectively, (a) the Borrowing Base Properties and (b) the Borrowing Base Loans. The initial Borrowing Base Properties (the “Initial Borrowing Base Properties”) and the initial Borrowing Base Loans (the “Initial Borrowing Base Loans”) are identified on Schedule 1.2 attached hereto, and are hereby approved by the Agent and the Lenders.
Borrowing Base Assets. Schedule 1.2 is a correct and complete list of all Borrowing Base Assets as of the date of this Agreement. Each of the Borrowing Base Assets included by the Borrower in calculation of the compliance of the covenants set forth in §9 satisfies all of the requirements contained in this Agreement for the same to be included therein.