Common use of Borrowing Base Assets Clause in Contracts

Borrowing Base Assets. (a) Each of the Borrowing Base Assets shall be owned one hundred percent (100%) by a Borrower, or with respect to the Borrowing Base Asset commonly known as 1400 Woodloch, a Guarantor, (in fee simple as to Real Estate) and shall satisfy all of the following conditions: (i) each of the Borrowing Base Assets shall be free and clear of all Liens other than the Liens permitted in §8.2(i), (iii), (iv) and (v); (ii) each of the Borrowing Base Assets shall be encumbered by the Security Documents which shall be a first priority perfected lien and security interest in such Borrowing Base Assets subject to the Liens permitted by §7.19(a)(i); (iii) to the best of the Borrowers’ knowledge and belief, none of the Borrowing Base Assets shall have any material title, survey, environmental or other defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property; (iv) [Intentionally Omitted]; (v) the Borrowing Base Assets (including Properties Under Construction) which are derived from or are intended to become Income Producing Properties shall be utilized (or with respect to Properties Under Construction upon completion will be utilized) principally for office, retail, hotel or lodging facilities, research/industrial, office/warehouse, warehouse/distribution or multifamily rental housing; (vi) the Borrowing Base Assets (other than Properties Under Construction) which are or derive from Income Producing Properties shall be (1) fully operational; and (2) properties for which valid certificates of occupancy or the equivalent for all buildings thereon have been issued and are in full force and effect; (vii) with respect to Properties Under Construction, in the event that the aggregate estimated Project Costs for all Properties Under Construction is at any time greater than $15,000,000.00, the Borrowers shall have delivered to the Agent the Collateral Qualification Documents relating to each of such Properties Under Construction (provided that in any event for any Properties Under Construction with respect to which the aggregate estimated Project Costs do not exceed $15,000,000.00 the Borrowers shall deliver the Collateral Qualification Documents described in clauses(a), (b), (c), (d), (e), (h) and (i) of the definition of Collateral Qualification Documents); and (viii) each of such Borrowing Base Assets shall satisfy each other condition in this Agreement and the other Loan Documents applicable thereto. For the avoidance of doubt, except as specifically provided in this §7.19(a), no assets of Restricted Subsidiaries or Unrestricted Subsidiaries shall be included in Borrowing Base Assets. (b) Notwithstanding the terms of §7.19(a), Undeveloped Residential Land or Undeveloped Commercial Land may be owned by a trustee or nominee for a Borrower approved by Agent, provided that the Real Estate owned by such trustee or nominee included in the Borrowing Base shall not exceed 375 acres in the aggregate or contribute more than $10,000,000.00 to the Borrowing Base. (c) The Borrowers shall provide to the Agent as of the date hereof and concurrently with the delivery of the financial statements described in §7.4(a) or 7.4(b) (i) a list

Borrowing Base Assets. (a) Each of the Borrowing Base Assets shall be owned one hundred percent (100%) by a Borrower, or with respect to the Borrowing Base Asset commonly known as 1400 Woodloch, a Guarantor, Borrower (in fee simple as to Real Estate) and shall satisfy all of the following conditions: (i) each of the Borrowing Base Assets shall be free and clear of all Liens other than the Liens permitted in §8.2(i), (iii), (iv) and (v); (ii) each of the Borrowing Base Assets shall be encumbered by the Security Documents which shall be a first priority perfected lien and security interest in such Borrowing Base Assets subject to the Liens permitted by §7.19(a)(i); (iii) to the best of the Borrowers’ knowledge and belief, none of the Borrowing Base Assets shall have any material title, survey, environmental or other defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property; (iv) [Intentionally Omitted]; (v) the Borrowing Base Assets (including Properties Under Construction) which are derived from or are intended to become Income Producing Properties shall be utilized (or with respect to Properties Under Construction upon completion will be utilized) principally for office, retail, hotel or lodging facilities, research/industrial, office/warehouse, warehouse/distribution or multifamily rental housing; (vi) the Borrowing Base Assets (other than Properties Under Construction) which are or derive from Income Producing Properties shall be (1) fully operational; and (2) properties for which valid certificates of occupancy or the equivalent for all buildings thereon have been issued and are in full force and effect; (vii) with respect to Properties Under Construction, in the event that the aggregate estimated Project Costs for all Properties Under Construction is at any time greater than $15,000,000.00, the Borrowers shall have delivered to the Agent the Collateral Qualification Documents relating to each of such Properties Under Construction (provided that in any event for any Properties Under Construction with respect to which the aggregate estimated Project Costs do not exceed $15,000,000.00 the Borrowers shall deliver the Collateral Qualification Documents described in clauses(a), (b), (c), (d), (e), (h) and (i) of the definition of Collateral Qualification Documents); and (viii) each of such Borrowing Base Assets shall satisfy each other condition in this Agreement and the other Loan Documents applicable thereto. For the avoidance of doubt, except as specifically provided in this §7.19(a), no assets of Restricted Subsidiaries or Unrestricted Subsidiaries shall be included in Borrowing Base Assets. (b) Notwithstanding the terms of §7.19(a), Undeveloped Residential Land or Undeveloped Commercial Land may be owned by a trustee or nominee for a Borrower approved by Agent, provided that the Real Estate owned by such trustee or nominee included in the Borrowing Base shall not exceed 375 acres in the aggregate or contribute more than $10,000,000.00 to the Borrowing Base. (c) The Borrowers shall provide to the Agent as of the date hereof and concurrently with the delivery of the financial statements described in §7.4(a) or 7.4(b) (i) i)a list of the Borrowing Base Assets, (ii)the certification of the Principal Financial Officer of each Borrower of the Adjusted Values and that such properties are in compliance with this §7.19 and §9.3, and (iii)that the Borrowing Base Assets comply with the terms of §§6.20 and 6.23. In the event that all or any material portion of a listproperty within the Borrowing Base Assets shall be damaged or taken by condemnation, then such property shall no longer be a part of the Borrowing Base Assets unless and until any damage to such asset is repaired or restored, such asset becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the Appraised Value of such asset following such repair or restoration.

Borrowing Base Assets. (a) Each The Eligible Real Estate included in the calculation of the Borrowing Base Assets Availability shall at all times satisfy all of the following conditions (unless otherwise permitted pursuant to §7.20(b)): (i) the Eligible Real Estate shall be owned one hundred percent (100%) by a Borrowerin fee simple, or with respect leased under a Ground Lease as to which no Ground Lease Default has occurred, by the Borrowing Base Asset commonly known as 1400 Woodloch, Borrower or a Subsidiary Guarantor, (in fee simple as to Real Estate) and shall satisfy all of the following conditions: (i) each of the Borrowing Base Assets shall be case free and clear of all Liens other than the Liens permitted in §8.2(i), (iiiiv), (ivix) and (vx), and such Eligible Real Estate shall not have applicable to it any restriction on the sale, pledge, transfer, mortgage or assignment of such property (including any restrictions contained in any applicable organizational documents); (ii) each of the Borrowing Base Assets shall be encumbered by the Security Documents which shall be a first priority perfected lien and security interest in such Borrowing Base Assets subject to the Liens permitted by §7.19(a)(i); (iii) to the best of the Borrowers’ knowledge and belief, none of the Borrowing Base Assets Eligible Real Estate shall have any material title, survey, environmental environmental, structural or other defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property, and all representations and warranties with respect to such Eligible Real Estate shall be true and correct in all material respects without giving effect to any knowledge qualifier with respect to any such representation or warranty; (iii) the only assets of the Subsidiary Guarantor which owns any Eligible Real Estate shall be the Eligible Real Estate included in the calculation of the Borrowing Base Availability and inclusion as a Borrowing Base Asset and any furniture, fixtures, equipment and cash related to, or used in the ordinary operation of, such Eligible Real Estate; (iv) [Intentionally Omitted]such Eligible Real Estate is self-managed by the Borrower or the Subsidiary Guarantor, is managed by a Property Manager pursuant to a Management Agreement or, if such Eligible Real Estate is one hundred percent (100%) leased under an absolute triple net lease, is managed by an Operator; (v) each tenant under a Lease at such Eligible Real Estate must not be past due with respect to any payment obligation more than ninety (90) days and be in material compliance with all other obligations under its lease, and not be subject to any Insolvency Event; provided, however, that if such Eligible Real Estate is a multi-tenant facility and a tenant thereof is subject to an Insolvency Proceeding, such Eligible Real Estate may be included in the calculation of the Borrowing Base Assets Availability if such tenant does not lease more than forty percent (including Properties Under Construction40%) which are derived from or are intended to become Income Producing Properties shall be utilized (or with respect to Properties Under Construction upon completion will be utilized) principally for office, retail, hotel or lodging facilities, research/industrial, office/warehouse, warehouse/distribution or multifamily rental housingof the Net Rentable Area of such Eligible Real Estate; (vi) on and after the date which is eighteen (18) months after the date of this Agreement, no Eligible Real Estate which is subject to a lease or leases to any single tenant or any Affiliate thereof shall in the aggregate account for more than twenty-five percent (25%) of the Borrowing Base Assets (other than Properties Under Construction) which are or derive from Income Producing Properties Capitalized Value Limit, and any excess shall be excluded from the Borrowing Base Capitalized Value Limit (1) fully operational; and (2) properties for which valid certificates the purposes hereof, such tenants shall not be considered Affiliates of occupancy or the equivalent for all buildings thereon have been issued and each other solely by virtue of having common ownership by an equity fund provided that their financial results are in full force and effectnot consolidated with a common parent entity); (vii) on and after the first anniversary of the date of this Agreement, the aggregate Borrowing Base Capitalized Value Limit of the Borrowing Base Assets constituting (A) LTACs, Rehabs or free-standing ASCs shall not exceed thirty percent (30%) of the Borrowing Base Capitalized Value Limit, and (B) SNFs shall not exceed twenty percent (20%) of the Borrowing Base Capitalized Value Limit, and, in each case, any excess shall be excluded from the Borrowing Base Capitalized Value Limit; (viii) the Primary License of such Eligible Real Estate shall not have been revoked and shall not be the subject of any revocation proceeding and, with respect to Properties Under Construction, in the event that the aggregate estimated Project Costs for all Properties Under Construction is at any time greater than $15,000,000.00an SNF, the Borrowers Operator thereof shall be entitled to reimbursement under Medicare or Medicaid; (ix) on and after the first anniversary of the date of this Agreement, no more than twenty-five percent (25%) of the Borrowing Base Availability shall be attributable to any single MSA (and any excess shall be excluded from the Borrowing Base Capitalized Value Limit); (x) such Eligible Real Estate shall have delivered had a minimum average occupancy of at least eighty percent (80%) for the three (3) month period prior to the Agent the Collateral Qualification Documents relating to each time of inclusion of such Properties Under Construction Eligible Real Estate as Borrowing Base Assets; (provided that in any event for any Properties Under Construction xi) with respect to any Borrowing Base Asset that is leased to or operated by a single Non-Investment Grade Operator, such Borrowing Base Asset shall have a ratio of (a) EBITDAR for such tenant or operator to (b) all base rent and additional rent due and payable by a tenant under any Lease, in each case, during the previous twelve (12) calendar months, of not less than (x) 1.40 to 1.00 for any such Borrowing Base Asset that is a Rehab, LTAC or ASC, (y) 1.25 to 1.00 for any such Borrowing Base Asset that is a SNF, and (z) 1.10 to 1.00 for any such Borrowing Base Asset that is an ILF or ALF (provided that, for the purposes of this §7.20(a)(xi), a Non-Investment Grade Operator shall not include a TRS of REIT that leases such Borrowing Base Asset from Borrower or a Subsidiary Guarantor), it being understood that compliance with the foregoing covenant shall be determined on the basis of financial information provided by such Non-Investment Grade Operator regarding which no Borrower or Guarantor makes any representation or warranty; and provided that Borrower may exclude from compliance with the foregoing covenant Borrowing Base Assets subject to this §7.20(a)(xi) whose Borrowing Base Capitalized Value Limit does not in the aggregate exceed ten percent (10%) of total Borrowing Base Capitalized Value Limit to the extent that the applicable Operators’ Agreement existing at the time of acquisition of such Borrowing Base Asset by Borrower or its Subsidiaries does not require the delivery of financial information sufficient to permit calculation of the foregoing covenant, or with respect to any Operators’ Agreement under which the aggregate estimated Project Costs do not exceed $15,000,000.00 Operator fails to deliver financial information to permit calculation of the Borrowers foregoing covenant; (xii) the Eligible Real Estate leased to a single tenant or operator shall deliver at all times have on a collective basis a weighted average remaining lease term (calculated by weighting the Collateral Qualification Documents described in clauses(a), remaining lease term of such Eligible Real Estate (b), (c), (d), (e), (hwithout regard to any extension options at the tenant’s discretion) and (iby the Borrowing Base Capitalized Value Limit attributable to such Eligible Real Estate) of the definition of Collateral Qualification Documents)not less than five (5) years; and (viiixiii) each such Eligible Real Estate shall not have been excluded from the calculation of such the Borrowing Base Assets shall satisfy each other condition in this Agreement and the other Loan Documents applicable thereto. For the avoidance of doubt, except as specifically provided in this Availability pursuant to §7.19(a7.20(c) or §7.20(d), no assets of Restricted Subsidiaries or Unrestricted Subsidiaries shall be included in Borrowing Base Assets. (b) Notwithstanding the terms foregoing, in the event any Real Estate does not qualify as Eligible Real Estate or satisfy the requirements of §7.19(a7.20(a), Undeveloped Residential Land or Undeveloped Commercial Land may be owned by a trustee or nominee for a Borrower approved by Agent, provided that the such Real Estate owned by such trustee or nominee shall be included as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability so long as the Agent shall not exceed 375 acres have received the prior written consent of each of the Required Lenders to the inclusion of such Real Estate as a Borrowing Base Asset and in the aggregate or contribute more than $10,000,000.00 to calculation of the Borrowing BaseBase Availability. (c) The Borrowers In the event that all or any material portion of any Eligible Real Estate included in the calculation of the Borrowing Base Availability shall provide be damaged in any material respect or taken by condemnation, then such property shall no longer be included in the calculation of the Borrowing Base Availability unless and until (i) any damage to such real estate is repaired or restored, such real estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent as of the date hereof value of such real estate following such repair or restoration (both at such time and concurrently prospectively) or (ii) the Agent shall receive evidence reasonably satisfactory to the Agent that the value of such real estate (both at such time and prospectively) shall not be materially adversely affected by such damage or condemnation. In the event that such damage or condemnation only partially affects such Eligible Real Estate included in the calculation of the Borrowing Base Availability, then the Required Lenders may in good faith reduce the Borrowing Base Availability attributable thereto based on such damage until such time as the Required Lenders receive evidence satisfactory to the Required Lenders that the value of such real estate (both at such time and prospectively) shall no longer be materially adversely affected by such damage or condemnation. (d) Upon any asset ceasing to qualify to be included in the calculation of the Borrowing Base Availability, such asset shall no longer be included in the calculation of the Borrowing Base Availability unless and until such asset would so qualify. Within five (5) Business Days after becoming aware of any such disqualification, the Borrower shall deliver to the Agent a certificate reflecting such disqualification, together with the identity of the disqualified asset, a statement as to whether any Default or Event of Default arises as a result of such disqualification, and a calculation of the Borrowing Base Availability attributable to such asset. Simultaneously with the delivery of the financial statements described items required pursuant above, the Borrower shall deliver to the Agent an updated Borrowing Base Certificate demonstrating, after giving effect to such removal or disqualification, compliance with the conditions and covenants contained in §7.4(a) or 7.4(b) (i) a list§7.20 and 9.1.

Borrowing Base Assets. (a) Each The Eligible Real Estate included in the calculation of the Borrowing Base Assets Availability shall at all times satisfy all of the following conditions (unless otherwise permitted pursuant to §7.20(b)): (i) the Eligible Real Estate shall be owned one hundred percent (100%) in fee simple, or leased under a Ground Lease as to which no Ground Lease Default has occurred, by the Borrower, a Subsidiary Guarantor or, subject to §7.20(a)(xiii), by a BorrowerWholly-Owned Subsidiary of an Approved JV, or with respect to the Borrowing Base Asset commonly known as 1400 Woodloch, a Guarantor, (in fee simple as to Real Estate) and shall satisfy all of the following conditions: (i) each of the Borrowing Base Assets shall be case free and clear of all Liens other than the Liens permitted in §8.2(i), (iiiiv), (ivix) and (vx), and, except as approved by the Agent in its sole discretion, such Eligible Real Estate shall not have applicable to it any restriction on the sale, pledge, transfer, mortgage or assignment of such property (including any restrictions contained in any applicable organizational documents); (ii) each of the Borrowing Base Assets shall be encumbered by the Security Documents which shall be a first priority perfected lien and security interest in such Borrowing Base Assets subject to the Liens permitted by §7.19(a)(i); (iii) to the best of the Borrowers’ knowledge and belief, none of the Borrowing Base Assets Eligible Real Estate shall have any material title, survey, environmental environmental, structural or other defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property, and all representations and warranties with respect to such Eligible Real Estate shall be true and correct in all material respects without giving effect to any knowledge qualifier with respect to any such representation or warranty; (iii) the only assets of the Subsidiary Guarantor or Approved JV which owns or leases any Eligible Real Estate shall be the Eligible Real Estate included in the calculation of the Borrowing Base Availability and inclusion as a Borrowing Base Asset and any furniture, fixtures, equipment and cash related to, or used in the ordinary operation of, such Eligible Real Estate; (iv) [Intentionally Omitted]such Eligible Real Estate shall be self-managed by the Borrower, or the Subsidiary Guarantor or Approved JV that owns or leases such Eligible Real Estate, or shall be managed by a Property Manager pursuant to a Management Agreement or, if such Eligible Real Estate is one hundred percent (100%) leased under an absolute triple net lease, is managed by an Operator; (v) each tenant under a Lease at such Eligible Real Estate must not be past due with respect to any payment obligation more than ninety (90) days and be in material compliance with all other obligations under its lease, and not be subject to any Insolvency Event; provided, however, that if such Eligible Real Estate is a multi-tenant facility and a tenant thereof is past due with respect to any payment obligation more than ninety (90) days, or is not in material compliance with all other obligations under its lease or is subject to any Insolvency Event, such Eligible Real Estate may be included in the calculation of the Borrowing Base Assets Availability if such tenant does not lease more than forty percent (including Properties Under Construction40%) which are derived from or are intended to become Income Producing Properties shall be utilized (or with respect to Properties Under Construction upon completion will be utilized) principally for office, retail, hotel or lodging facilities, research/industrial, office/warehouse, warehouse/distribution or multifamily rental housingof the Net Rentable Area of such Eligible Real Estate; (vi) no Eligible Real Estate which is subject to a lease or leases to any single tenant or any Affiliate thereof shall in the aggregate account for more than twenty-five percent (25%) of the Borrowing Base Assets (other than Properties Under Construction) which are or derive from Income Producing Properties Capitalized Value Limit, and any excess shall be excluded from the Borrowing Base Capitalized Value Limit (1) fully operational; and (2) properties for which valid certificates the purposes hereof, such tenants shall not be considered Affiliates of occupancy or the equivalent for all buildings thereon have been issued and each other solely by virtue of having common ownership by an equity fund provided that their financial results are in full force and effectnot consolidated with a common parent entity); (vii) with respect to Properties Under Construction, in the event that the aggregate estimated Project Costs for all Properties Under Construction is at any time greater than $15,000,000.00Borrowing Base Capitalized Value Limit of the Borrowing Base Assets constituting (A) LTACs, the Borrowers Rehabs, Hospitals and ASCs shall have delivered to the Agent the Collateral Qualification Documents relating to each of such Properties Under Construction (provided that in any event for any Properties Under Construction with respect to which the aggregate estimated Project Costs do not exceed $15,000,000.00 the Borrowers shall deliver the Collateral Qualification Documents described in clauses(a), thirty percent (b), (c), (d), (e), (h) and (i30%) of the definition Borrowing Base Capitalized Value Limit, (B) SNFs shall not exceed ten percent (10%) of Collateral Qualification Documents); the Borrowing Base Capitalized Value Limit, and (C) HRPs shall not exceed twenty-five percent (25%) of the Borrowing Base Capitalized Value Limit, and, in each case, any excess shall be excluded from the Borrowing Base Capitalized Value Limit; (viii) the Primary License of such Eligible Real Estate shall not have been revoked and shall not be the subject of any revocation proceeding and, with respect to an SNF, the Operator thereof shall be entitled to reimbursement under Medicare or Medicaid; (ix) no more than thirty percent (30%) of the Borrowing Base Availability shall be attributable to any single MSA (and any excess shall be excluded from the Borrowing Base Capitalized Value Limit); (x) (A) at the time of inclusion of any Eligible Real Estate as a Borrowing Base Asset, such Eligible Real Estate shall have had a minimum average occupancy of at least eighty percent (80%) for the three (3) month period immediately prior to the time of inclusion of such Eligible Real Estate as a Borrowing Base Asset, and (B) all Eligible Real Estate included in the calculation of Borrowing Base Availability shall at all times collectively have a minimum average occupancy (tested on a trailing three-month basis) of at least eighty-five percent (85%); (xi) with respect to any Borrowing Base Asset that is leased to or operated by a single Non-Investment Grade Operator, such Borrowing Base Asset shall have a ratio of (a) EBITDAR for such tenant or operator to (b) all base rent and additional rent due and payable by a tenant under any Lease, in each case, during the previous twelve (12) calendar months, of not less than (w) 1.40 to 1.00 for any such Borrowing Base Asset that is a Rehab, LTAC, Hospital or ASC, (x) 1.25 to 1.00 for any such Borrowing Base Asset that is a SNF, (y) 1.10 to 1.00 for any such Borrowing Base Asset that is an ILF or ALF, and (z) for any such Borrowing Base Asset that is a HRP, a ratio to be determined by the Agent (in consultation with the Borrower) on a case-by-case basis for each such HRP (provided that, for the purposes of this §7.20(a)(xi), a Non-Investment Grade Operator shall not include a TRS of REIT that leases such Borrowing Base Asset from the Borrower or a Subsidiary Guarantor), it being understood that compliance with the foregoing covenant shall be determined on the basis of financial information provided by such Non-Investment Grade Operator regarding which the Borrower nor any Guarantor makes any representation or warranty; and provided further that if a single Non Investment Grade Operator leases or operates more than one Borrowing Base Asset described in clause (w), (x), (y) or (z) pursuant to a master lease, and all of the properties subject to the master lease are Borrowing Base Assets, then for the purposes of calculating the ratios in clauses (w), (x), (y) or (z) above, all of such Borrowing Base Assets subject to such master lease shall satisfy each other condition be included in this Agreement and the other Loan Documents applicable thereto. For calculating such ratio (for the avoidance of doubt, except as specifically provided only Borrowing Base Assets of the type included in this §7.19(aclauses (w), no assets of Restricted Subsidiaries (x), (y) or Unrestricted Subsidiaries (z), respectively, shall be included in when aggregating multiple Borrowing Base AssetsAssets subject to a master lease for each such category and shall not be aggregated across the different types of properties described in each of clauses (w), (x), (y) and (z)); and provided that the Borrower may exclude from compliance with the foregoing covenant Borrowing Base Assets subject to this §7.20(a)(xi) whose Borrowing Base Capitalized Value Limit does not in the aggregate exceed ten percent (10%) of total Borrowing Base Capitalized Value Limit to the extent that the applicable Operators’ Agreement existing at the time of acquisition of such Borrowing Base Asset by the Borrower or its Subsidiaries does not require the delivery of financial information sufficient to permit calculation of the foregoing covenant, or with respect to any Operators’ Agreement under which the Operator fails to deliver financial information to permit calculation of the foregoing covenant; (xii) all Eligible Real Estate included in the calculation of Borrowing Base Availability shall at all times have on a collective basis a weighted average remaining lease term (calculated by weighting the remaining lease term of such Eligible Real Estate (without regard to any extension options at the tenant’s discretion) by the Borrowing Base Capitalized Value Limit attributable to such Eligible Real Estate) of not less than five (5) years; (xiii) the aggregate Borrowing Base Capitalized Value Limit of the Borrowing Base Assets which are owned or leased by an Approved JV shall not exceed five percent (5%) of the Borrowing Base Capitalized Value Limit, and any excess shall be excluded from the Borrowing Base Capitalized Value Limit; (xiv) there shall be at all times at least twenty (20) Borrowing Base Assets included in the calculation of Borrowing Base Capitalized Value Limit and the aggregate Capitalized Value shall be at least Three Hundred Million Dollars ($300,000,000); (xv) such Eligible Real Estate shall not have been excluded from the calculation of the Borrowing Base Availability pursuant to §7.20(c) or §7.20(d). Notwithstanding anything to the contrary contained herein, in the event any Eligible Real Estate does not qualify to be included in the calculation of Borrowing Base Availability solely due to non-compliance with §7.20(a)(x)(A) and/or §7.20(a)(xi), the Borrower shall be permitted to add such Eligible Real Estate as a Borrowing Base Asset (subject to compliance by the Borrower with all other requirements hereunder for such Eligible Real Estate to be added as a Borrowing Base Asset), provided that such Borrowing Base Asset shall be excluded from the calculation of Borrowing Base Availability unless and until such Borrowing Base Asset achieves compliance with §7.20(a)(x)(A) and §7.20(a)(xi), as applicable, and continues to comply with all other requirements hereunder for such Eligible Real Estate to be included as Borrowing Base Asset and in the calculation of Borrowing Base Availability. (b) Notwithstanding the terms foregoing, in the event any Real Estate does not qualify as Eligible Real Estate or satisfy the requirements of §7.19(a7.20(a), Undeveloped Residential Land or Undeveloped Commercial Land may be owned by a trustee or nominee for a Borrower approved by Agent, provided that the such Real Estate owned by shall be included as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability so long as the Agent shall have received the prior written consent of each of the Majority Lenders to the inclusion of such trustee Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability, and no Default or nominee Event of Default shall arise hereunder solely as a result of such Real Estate failing to satisfy the specific requirements of Eligible Real Estate or §7.20 (a) which initially disqualified such Real Estate from being included in the calculation of Borrowing Base shall not exceed 375 acres in the aggregate or contribute more than $10,000,000.00 Availability pursuant to the Borrowing Base§7.20(a). (c) The Borrowers In the event that all or any material portion of any Eligible Real Estate included in the calculation of the Borrowing Base Availability shall provide be damaged in any material respect or taken by condemnation, then such property shall no longer be included in the calculation of the Borrowing Base Availability unless and until (i) any damage to such real estate is repaired or restored, such real estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent as of the date hereof value of such real estate following such repair or restoration (both at such time and concurrently prospectively) or (ii) the Agent shall receive evidence reasonably satisfactory to the Agent that the value of such real estate (both at such time and prospectively) shall not be materially adversely affected by such damage or condemnation. In the event that such damage or condemnation only partially affects such Eligible Real Estate included in the calculation of the Borrowing Base Availability, then the Agent may in good faith reduce the Borrowing Base Availability attributable thereto based on such damage until such time as the Agent receives evidence satisfactory to the Agent that the value of such real estate (both at such time and prospectively) shall no longer be materially adversely affected by such damage or condemnation. (d) Upon any asset ceasing to qualify to be included in the calculation of the Borrowing Base Availability, such asset shall no longer be included in the calculation of the Borrowing Base Availability unless and until such asset would so qualify, unless otherwise approved in writing by the Majority Lenders. Within five (5) Business Days after becoming aware of any such disqualification, the Borrower shall deliver to the Agent a certificate reflecting such disqualification, together with the identity of the disqualified asset, a statement as to whether any Default or Event of Default arises as a result of such disqualification, and a calculation of the Borrowing Base Availability attributable to such asset. Simultaneously with the delivery of the financial statements described items required pursuant above, the Borrower shall deliver to the Agent an updated Borrowing Base Certificate demonstrating, after giving effect to such removal or disqualification, compliance with the conditions and covenants contained in §7.4(a) or 7.4(b) (i) a list§7.20 and 9.