Borrowing Base Leases Clause Samples

Borrowing Base Leases. (a) All Borrowing Base Leases (and all renewals thereof) executed after the Closing Date (other than extensions or renewals of existing Material Borrowing Base Leases pursuant to options provided therein and the Ensign Master Leases in each case in accordance with the terms of the applicable Borrowing Base Lease) shall provide for rental rates obtained through arm’s-length negotiations, shall be on commercially reasonable terms, and shall not contain any terms which could reasonably be expected to have a Property Material Adverse Effect. Each Loan Party that has entered into a Borrowing Base Lease: (A) shall not collect any rent under such Lease more than one (1) month in advance (other than security deposits); (B) shall not execute any other assignment of lessor’s interest in such Lease or the rent thereunder; (C) shall promptly furnish Administrative Agent with a copy of such Borrowing Base Lease (other than leases of Multi-Tenant Buildings) upon execution thereof; (D) shall observe and perform the material obligations imposed upon the lessor under such Leases in a commercially reasonable manner; and (E) shall enforce the obligations of the lessee thereunder to be observed or performed in a commercially reasonable manner that does not result in any Property Material Adverse Effect. (b) The Loan Parties will, and will cause their Subsidiaries to, cause each Tenant with respect to each Borrowing Base Asset (other than a Multi-Tenant Building or a Subsidiary Operated Facility) to deliver each quarterly or annual financial statement of such Tenant or the parent company of such Tenant required to be delivered pursuant to the applicable Borrowing Base Lease; provided that the failure of a Tenant to deliver any such financial statement shall not constitute a Default or Event of Default so long as the Borrower (i) delivers a new Borrowing Base Certificate removing the applicable Borrowing Base Asset within ten (10) Business Days of a Responsible Officer of the Borrower becoming aware of such violation; and (ii) makes any prepayment required pursuant to Section 2.12 in connection with such removal and after giving effect to such removal and payment (and the addition of any other Borrowing Base Asset on or prior to such date), the Loan Parties are in compliance with this Section 5.19(c).