Common use of Borrowing Base Matters Clause in Contracts

Borrowing Base Matters. (a) All Receivable Information, information provided in the application for the program effectuated by the Collateral Management Agreement, and each other document, report and Transmission (as defined in the Collateral Management Agreement) provided by Loan Party to the Collateral Manager is or shall be accurate in all material respects as of its date and as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made and when taken as a whole, not misleading. (b) Each Receivable identified in each Borrowing Base Certificate is, as of the date of such Borrowing Base Certificate, an Eligible Receivable and all Inventory identified in each Borrowing Base Certificate is, as the date of such Borrowing Base Certificate, Eligible Inventory. (c) All required Notices to Obligors (as defined in the Collateral Management Agreement) have been prepared and delivered to each Obligor, and all invoices now bear only the appropriate remittance instructions for payment direction to the applicable Lockbox or Lockbox Account, as the case may be. (d) The Lockboxes are the only post office boxes and the Lockbox Accounts are the only lockbox accounts maintained for Receivables; and no direction of any Loan Party is in effect directing Obligors to remit payments on Receivables other than to the Lockboxes or Lockbox Accounts. (e) None of the Eligible Receivables constitutes or has constituted an obligation of any Person which is an Affiliate of Borrower. (f) The Obligor of each Eligible Receivable has not been the Obligor of any Defaulted Receivables in the past 12 months (other than, for the purpose of this clause, as a result of good faith disputes). (g) Each Receivable that is an Unbilled Receivable will be, or has been, billed to the Obligor of such Receivable within 30 days of the Last Service Date, or in the case of a Rebate Receivable, will be, or has been, billed to the Obligor of the Rebate Receivable within 60 days after the end of the fiscal quarter in which such Rebate Receivable became due and payable.

Borrowing Base Matters. (a) All Receivable Information, information provided in the application for the program effectuated by the Collateral Management Agreement, and each other document, report and Transmission (as defined in the Collateral Management Agreement) provided by Loan Party to the Collateral Manager is or shall be accurate in all material respects as of its date and as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made and when taken as a whole, not misleading. (ba) Each Receivable identified in each Borrowing Base Certificate is, as of the date of such Borrowing Base Certificate, an Eligible Receivable and all Inventory identified in each Borrowing Base Certificate is, as the date of such Borrowing Base Certificate, Eligible Inventory. (cb) All required Notices to Obligors (as defined in the Collateral Management Agreement) have been prepared and delivered to each Obligor, and all invoices now bear only the appropriate remittance instructions for payment direction to the applicable Lockbox or Lockbox Account, as the case may be. (dc) The Lockboxes are the only post office boxes and the Lockbox Accounts are the only lockbox accounts maintained for Receivables; and no direction of any Loan Party is in effect directing Obligors to remit payments on Receivables other than to the Lockboxes or Lockbox Accounts. (ed) None of the Eligible Receivables constitutes or has constituted an obligation of any Person which is an Affiliate of Borrower. (fe) The Obligor of each Eligible Receivable has not been the Obligor of any Defaulted Receivables in the past 12 months (other than, for the purpose of this clause, as a result of good faith disputes). (gf) Each Receivable that is an Unbilled Receivable will be, or has been, billed to the Obligor of such Receivable within 30 days of the Last Service Date, or in the case of a Rebate Receivable, will be, or has been, billed to the Obligor of the Rebate Receivable within 60 days after the end of the fiscal quarter in which such Rebate Receivable became due and payable.

Borrowing Base Matters. (1) Each Borrowing Base Asset satisfies all Borrowing Base Criteria applicable to such Borrowing Base Asset (other than (a) All Receivable Informationthose Borrowing Base Criteria, information provided in the application for the program effectuated if any, that have theretofore been waived by the Collateral Management AgreementAdministrative Agent and the Required Lenders, and each other document, report and Transmission (as defined in the Collateral Management Agreement) provided by Loan Party to the Collateral Manager is or shall be accurate in all material respects as extent of its date and as of the date so furnishedsuch waiver, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made and when taken as a whole, not misleading. and/or (b) Each Receivable identified in each Borrowing Base Certificate is, the requirement that a ground lease qualify as a Qualifying Ground Lease if such failure is solely the result of the date passage of such Borrowing Base Certificate, an Eligible Receivable and all Inventory identified in each Borrowing Base Certificate is, as the date of such Borrowing Base Certificate, Eligible Inventory. (c) All required Notices to Obligors (as defined in the Collateral Management Agreement) have been prepared and delivered to each Obligor, and all invoices now bear only the appropriate remittance instructions for payment direction to the applicable Lockbox or Lockbox Account, as the case may be. (d) The Lockboxes are the only post office boxes and the Lockbox Accounts are the only lockbox accounts maintained for Receivables; and no direction of any Loan Party is in effect directing Obligors to remit payments on Receivables other than to the Lockboxes or Lockbox Accounts. (e) None of the Eligible Receivables constitutes or has constituted an obligation of any Person which is an Affiliate of Borrower. (f) The Obligor of each Eligible Receivable has not been the Obligor of any Defaulted Receivables in the past 12 months (other than, for the purpose of this clause, as a result of good faith disputestime). (g2) Each Receivable Borrowing Base Mortgaged Property Asset is in compliance with all laws, rules and regulations applicable to such Borrowing Base Mortgaged Property Asset, including building, zoning, safety, fire and other health statutes, ordinances and codes, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Property-Level Material Adverse Effect. (3) If, after the date on which a Property became a Borrowing Base Asset, the representations and warranties set forth above in this Section 6.28 cease to be true and accurate with respect to such Borrowing Base Asset, such failure shall not constitute a Potential Default or Event of Default. Rather, such Borrowing Base Asset shall (i) no longer qualify as a Borrowing Base Asset and shall automatically cease to be a Borrowing Base Asset (and cease to be included in the Borrowing Base Amount) on the earliest to occur of (x) the date on which a Responsible Officer of a Borrower Party obtains actual knowledge or (y) the date on which the Borrower receives written notice from the Administrative Agent, in each case of clauses (x) and (y), that any representation and warranty set forth above in this Section 6.28 is an Unbilled Receivable will be, or has been, billed no longer true and accurate with respect to the Obligor of such Receivable within 30 days of the Last Service Date, or Borrowing Base Asset and (ii) other than in the case of a Rebate Receivableformer Borrowing Base Unencumbered Asset (except as described in clause (b) below), will bethereafter continue to constitute Collateral (together with, or has been(a) in the case of a former Borrowing Base Mortgaged Property Asset, billed the related pledges of Capital Stock of the applicable Property Owner and (b) in the case of a former Borrowing Base Unencumbered Asset, any related pledges of Capital Stock pursuant to clause (3)(F)(y) of the definition of “Borrowing Base Criteria”) until released in accordance with and subject to the Obligor requirements of Section 10.12. Notwithstanding the foregoing, the applicable Property may later be added as a Borrowing Base Asset in accordance with Section 7.14 if (i) such Property satisfies all applicable Borrowing Base Criteria and (ii) the representations and warranties set forth above in this Section 6.28 will be true and accurate with respect to such Property, in the case of each of the Rebate Receivable within 60 days after foregoing clauses (i) and (ii), on the end of the fiscal quarter in which date such Rebate Receivable became due and payableProperty becomes a Borrowing Base Asset again.

Borrowing Base Matters. Until termination of this Financing Agreement and payment and satisfaction of all Obligations due hereunder in full in cash, the Eligible Loan Parties and the other Loan Parties, as applicable, agree that, unless the Agent shall have otherwise consented in writing: (a) All Receivable InformationSubject to Section 7.2, information provided in each Eligible Loan Party shall conduct, or shall cause to be conducted, at its expense and upon request of the application Agent, and present to the Agent for approval, such appraisals, investigations and reviews as the Agent shall request for the program effectuated by purpose of determining the Collateral Management AgreementBorrowing Base applicable to such Eligible Loan Party, all upon notice and each other document, report at such times during normal business hours and Transmission (as defined in the Collateral Management Agreement) provided by often as may be reasonably requested. The Eligible Loan Party Parties shall furnish to the Collateral Manager is or shall be accurate in all material respects as of its date Agent any information that the Agent may reasonably request regarding the determination and as calculation of the date so furnishedBorrowing Base, including correct and no such document contains complete copies of any invoices, underlying agreements, instruments or will contain any untrue statement other documents and the identity of a material fact or omits or will omit all account debtors in respect of Accounts referred to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made and when taken as a whole, not misleading. (b) Each Receivable identified The Loan Parties shall promptly notify the Agent in each writing in the event that at any time any Loan Party receives or otherwise gains knowledge that the outstanding Revolving Loans and/or Letters of Credit made to any Borrower exceed the Borrowing Base Certificate isas a result of a decrease therein, as of in which case such notice shall also include the date amount of such Borrowing Base Certificate, an Eligible Receivable and all Inventory identified in each Borrowing Base Certificate is, as the date of such Borrowing Base Certificate, Eligible Inventoryexcess. (c) All required Notices The Agent may, in its sole discretion and at the Eligible Loan Parties’ sole cost and expense, make weekly test verifications of the Accounts and payables (with notice to Obligors the Eligible Loan Parties) and physical verifications of the Inventory (as defined at month end) in any manner and through any medium that the Collateral Management Agreement) have been prepared and delivered to each ObligorAgent considers advisable, and the Eligible Loan Parties shall furnish all invoices now bear only the appropriate remittance instructions for payment direction to the applicable Lockbox or Lockbox Account, such assistance and information as the case Agent may bereasonably require in connection therewith. (d) The Lockboxes are the only post office boxes and the Lockbox Accounts are the only lockbox accounts maintained for Receivables; and no direction of any Loan Party is in effect directing Obligors to remit payments on Receivables other than to the Lockboxes or Lockbox Accounts. (e) None of the Eligible Receivables constitutes or has constituted an obligation of any Person which is an Affiliate of Borrower. (f) The Obligor of each Eligible Receivable has not been the Obligor of any Defaulted Receivables in the past 12 months (other than, for the purpose of this clause, as a result of good faith disputes). (g) Each Receivable that is an Unbilled Receivable will be, or has been, billed to the Obligor of such Receivable within 30 days of the Last Service Date, or in the case of a Rebate Receivable, will be, or has been, billed to the Obligor of the Rebate Receivable within 60 days after the end of the fiscal quarter in which such Rebate Receivable became due and payable.

Borrowing Base Matters. (1) Each Borrowing Base Asset satisfies all Borrowing Base Criteria applicable to such Borrowing Base Asset (other than (a) All Receivable Informationthose Borrowing Base Criteria, information provided in the application for the program effectuated if any, that have theretofore been waived by the Collateral Management AgreementAdministrative Agent and the Required Revolving Lenders, and each other document, report and Transmission (as defined in the Collateral Management Agreement) provided by Loan Party to the Collateral Manager is or shall be accurate in all material respects as extent of its date and as of the date so furnishedsuch waiver, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made and when taken as a whole, not misleading. and/or (b) Each Receivable identified in each Borrowing Base Certificate is, the requirement that a ground lease qualify as a Qualifying Ground Lease if such failure is solely the result of the date passage of such Borrowing Base Certificate, an Eligible Receivable and all Inventory identified in each Borrowing Base Certificate is, as the date of such Borrowing Base Certificate, Eligible Inventory. (c) All required Notices to Obligors (as defined in the Collateral Management Agreement) have been prepared and delivered to each Obligor, and all invoices now bear only the appropriate remittance instructions for payment direction to the applicable Lockbox or Lockbox Account, as the case may be. (d) The Lockboxes are the only post office boxes and the Lockbox Accounts are the only lockbox accounts maintained for Receivables; and no direction of any Loan Party is in effect directing Obligors to remit payments on Receivables other than to the Lockboxes or Lockbox Accounts. (e) None of the Eligible Receivables constitutes or has constituted an obligation of any Person which is an Affiliate of Borrower. (f) The Obligor of each Eligible Receivable has not been the Obligor of any Defaulted Receivables in the past 12 months (other than, for the purpose of this clause, as a result of good faith disputestime). (g2) Each Receivable Borrowing Base Mortgaged Property Asset is in compliance with all laws, rules and regulations applicable to such Borrowing Base Mortgaged Property Asset, including building, zoning, safety, fire and other health statutes, ordinances and codes, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Property-Level Material Adverse Effect. (3) If, after the date on which a Property became a Borrowing Base Asset, the representations and warranties set forth above in this Section 6.28 cease to be true and accurate with respect to such Borrowing Base Asset, such failure shall not constitute a Potential Default or Event of Default. Rather, such Borrowing Base Asset shall (i) no longer qualify as a Borrowing Base Asset and shall automatically cease to be a Borrowing Base Asset (and cease to be included in the Borrowing Base Amount) on the earliest to occur of (x) the date on which a Responsible Officer of a Borrower Party obtains actual knowledge or (y) the date on which the Borrower receives written notice from the Administrative Agent, in each case of clauses (x) and (y), that any representation and warranty set forth above in this Section 6.28 is an Unbilled Receivable will be, or has been, billed no longer true and accurate with respect to the Obligor of such Receivable within 30 days of the Last Service Date, or Borrowing Base Asset and (ii) other than in the case of a Rebate ReceivableBorrowing Base Unencumbered JV Asset, will bethereafter constitute an Additional Equity Interest Asset or Additional Real Property Asset, or has beenas applicable, billed until released in accordance with and subject to the Obligor requirements of Section 10.12. Notwithstanding the foregoing, the applicable Property may later be added as a Borrowing Base Asset in accordance with Section 7.14 if (i) such Property satisfies all applicable Borrowing Base Criteria and (ii) the representations and warranties set forth above in this Section 6.28 will be true and accurate with respect to such Property, in the case of each of the Rebate Receivable within 60 days after foregoing clauses (i) and (ii), on the end of the fiscal quarter in which date such Rebate Receivable became due and payableProperty becomes a Borrowing Base Asset again.