Common use of Borrowing Base Leases Clause in Contracts

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).

Borrowing Base Leases. (a) All Borrowing Base Leases (and all renewals thereof) executed after the Closing Date shall (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 Leasei) 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; and (ii) provide that such Lease is subordinate to the applicable Mortgage and that the Tenant will attorn to Administrative Agent and any purchaser at a foreclosure sale under the Mortgage. Each Loan Party Guarantor Subsidiary that has entered into a Borrowing Base Lease: (Aa) shall not collect any rent of Rent (as defined in the Mortgage) under such Lease more than one (1) month in advance (other than security deposits); (Bb) shall not execute any other assignment of lessor’s interest in such Lease or the rent thereunderRent thereunder other than the Mortgage (or an assignment of leases in favor of Administrative Agent); (Cc) shall promptly furnish Administrative Agent with a copy of such Borrowing Base Lease (other than leases of Multi-Tenant Buildings) upon execution thereof; (Dd) shall observe and perform the material obligations imposed upon the lessor under such Leases in a commercially reasonable manner; and (Ee) 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 EffectEvent. (b) The Loan Parties will, and will cause their Subsidiaries to, cause each Tenant with With respect to each Borrowing Base Asset any Material Leases (i) any such Leases executed after the Closing Date (other than a Multi-Tenant Building extensions or a Subsidiary Operated Facility) to deliver each quarterly or annual financial statement renewals of such Tenant or the parent company of such Tenant required to be delivered existing Material Leases pursuant to the applicable Borrowing Base Lease; options 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 datetherein), shall be subject to the Loan Parties are in compliance with this Section 5.19(c)prior approval of Administrative Agent and Requisite Lenders.