Common use of Borrowing Base Representations and Covenants Clause in Contracts

Borrowing Base Representations and Covenants. So long as any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, at any time while Borrower does not have an Investment Grade Rating, Borrower shall, and cause each member of the Consolidated Group to, represent, warrant and covenant that the Loan Parties are the owners of all assets (other than with respect to Eligible Joint Ventures) the value of which is to be included in the Borrowing Base, including, without limitation, Unrestricted Cash, Tower Construction Projects, Developable Land, Units, Tower Units, Finished Land Inventory, Eligible Joint Ventures, Eligible Excluded Subsidiaries and the Amenities, and shall neither create nor suffer to exist any Lien (other than Customary Permitted Liens) thereon. For the purpose of computing the Borrowing Base, Borrower shall furnish to Administrative Agent information with such specificity as Administrative Agent shall from time to time require (a) in the form of Exhibit E (the “Borrowing Base Report”) a certificate signed by a Responsible Officer of Borrower showing the calculations of the Borrowing Base (together with all documentation used in making the calculations), and (b) cost to complete with respect to all Tower Construction Projects. Such Borrowing Base Report and other information shall be provided to Administrative Agent (i) monthly within thirty (30) days of the last day of the immediately preceding calendar month (unless such month is at the end of a fiscal quarter, in which case within forty five (45) days of the last day of such fiscal quarter), (ii) within thirty (30) days after Collateral Agent has released its Liens in one or more Mortgaged Properties (or portions thereof) pursuant to Section 6.14(g) in connection with any individual sale that had the effect of removing in excess of $50,000,000 in value from the Borrowing Base (provided that such Borrowing Base report will be prepared as of the last day of the most recently ended calendar month giving pro forma effect to such sale), and (iii) within thirty (30) days after any request by Administrative Agent.

Borrowing Base Representations and Covenants. So long as any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, at any time while Borrower does not have an Investment Grade Rating, Borrower shall, and cause each member of the Consolidated Group to, represent, warrant and covenant that the Loan Parties are the owners of all assets (other than with respect to Eligible Joint Ventures) the value of which is to be included in the Borrowing Base, including, without limitation, Unrestricted Cash, Tower Construction Projects, Developable Land, Units, Tower Units, Finished Land Inventory, Eligible Joint Ventures, Eligible Excluded Subsidiaries and the Amenities, and shall neither create nor suffer to exist any Lien (other than Customary Permitted Liens) thereon. For the purpose of computing the Borrowing Base, Borrower shall furnish to Administrative Agent information with such specificity as Administrative Agent shall from time to time require (a) in the form of Exhibit E D (the “Borrowing Base Report”) a certificate signed by a Responsible Officer of Borrower showing the calculations of the Borrowing Base (together with all documentation used in making the calculations), and (b) cost to complete with respect to all Tower Construction Projects. Such Borrowing Base Report and other information shall be provided to Administrative Agent (i) monthly quarterly within thirty forty-five (3045) days of the last day of the immediately preceding calendar month (unless such month is at the end of a fiscal quarter, in which case within forty five (45) days of the last day of such fiscal quarter), (ii) within thirty (30) days after Collateral Agent has released its Liens in one or more Mortgaged Properties (or portions thereof) pursuant to Section 6.14(g) in connection with any individual sale that had the effect of removing in excess of $50,000,000 in value from the Borrowing Base (provided that such Borrowing Base report Report will be prepared as of the last day of the most recently ended calendar month giving pro forma effect to such sale), and (iii) within thirty forty-five (3045) days after any request by Administrative Agent.

Borrowing Base Representations and Covenants. So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, at any time while Borrower does not have an Investment Grade Rating, Borrower shall, and cause each member of the Consolidated Group to, represent, warrant and covenant that the Loan Parties are the owners of all assets (other than with respect to Eligible Joint Ventures) the value of which is to be included in the Borrowing Base, including, without limitation, Unrestricted Cash, Tower Construction Projects, Developable Land, Units, Tower Units, Finished Land Inventory, Eligible Joint Ventures, Eligible Excluded Subsidiaries and the Amenities, and shall neither create nor suffer to exist any Lien (other than Customary Permitted Liens) thereon. For the purpose of computing the Borrowing Base, Borrower shall furnish to Administrative Agent information with such specificity as Administrative Agent shall from time to time require (a) in the form of Exhibit E D (the “Borrowing Base Report”) a certificate signed by a Responsible Officer of Borrower showing the calculations of the Borrowing Base (together with all documentation used in making the calculations). If the sum of (i) the Total Outstandings plus (ii) the outstanding principal balance of the Senior Notes is greater than or equal to seventy percent (70%) of the Borrowing Base, and (b) cost to complete with respect to all Tower Construction Projects. Such Borrowing Base Report and other such information shall be provided to Administrative Agent (i) monthly within thirty forty-five (3045) days of the last day of the immediately preceding calendar month month; and if the sum of (unless i) the Total Outstandings plus (ii) the outstanding principal balance of the Senior Notes is less than seventy percent (70%) of the Borrowing Base, such month is at the end of a fiscal quarter, in which case information shall be provided to Administrative Agent quarterly within forty forty-five (45) days of the last day immediately preceding quarter end; provided that with respect to any quarter ending on December 31, within ninety (90) days of such fiscal quarter), (ii) within thirty (30) days after Collateral Agent has released its Liens in one or more Mortgaged Properties (or portions thereof) pursuant to Section 6.14(g) in connection with any individual sale that had the effect of removing in excess of $50,000,000 in value from the Borrowing Base (provided that such Borrowing Base report will be prepared as of the last day of the most recently ended calendar month giving pro forma effect to such sale), and (iii) within thirty (30) days after any request by Administrative Agent.

Borrowing Base Representations and Covenants. So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, at any time while Borrower does not have an Investment Grade Rating, Borrower shall, and cause each member of the Consolidated Group to, represent, warrant and covenant that the Loan Parties are the owners of all assets (other than with respect to Eligible Joint Ventures) the value of which is to be included in the Borrowing Base, including, without limitation, Unrestricted Cash, Tower Construction Projects, Developable Land, Units, Tower Units, Finished Land Inventory, Eligible Joint Ventures, Eligible Excluded Subsidiaries and the Amenities, and shall neither create nor suffer to exist any Lien (other than Customary Permitted Liens) thereon. For the purpose of computing the Borrowing Base, Borrower shall furnish to Administrative Agent information with such specificity as Administrative Agent shall from time to time require (a) in the form of Exhibit E D (the “Borrowing Base Report”) a certificate signed by a Responsible Officer of Borrower showing the calculations of the Borrowing Base (together with all documentation used in making the calculations), and (b) cost to complete with respect to all Tower Construction Projects. Such Borrowing Base Report and other information shall be provided to Administrative Agent (i) monthly within thirty (30) days of the last day of the immediately preceding calendar month (unless such month is at the end of a fiscal quarter, in which case within forty five (45) days of the last day of such fiscal quarter), (ii) within thirty (30) days after Collateral Agent has released its Liens in one or more Mortgaged Properties (or portions thereof) pursuant to Section 6.14(g2.16(g) in connection with any individual sale that had the effect of removing in excess of $50,000,000 in value from the Borrowing Base (provided that such Borrowing Base report will be prepared as of the last day of the most recently ended calendar month giving pro forma effect to such sale), and (iii) within thirty (30) days after any request by Administrative Agent.

Borrowing Base Representations and Covenants. So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, at any time while Borrower does not have an Investment Grade Rating, Borrower shall, and cause each member of the Consolidated Group to, represent, warrant and covenant that the Loan Parties are the owners of all assets (other than with respect to Eligible Joint Ventures) the value of which is to be included in the Borrowing Base, including, without limitation, Unrestricted Cash, Tower Construction Projects, Developable Land, Units, Tower Units, Finished Land Inventory, Eligible Joint Ventures, Eligible Excluded Subsidiaries and the Amenities, and shall neither create nor suffer to exist any Lien (other than Customary Permitted Liens) thereon. For the purpose of computing the Borrowing Base, Borrower shall furnish to Administrative Agent information with such specificity as Administrative Agent shall from time to time require (a) in the form of Exhibit E D (the “Borrowing Base Report”) a certificate signed by a Responsible Officer of Borrower showing the calculations of the Borrowing Base (together with all documentation used in making the calculations), and (b) cost to complete with respect to all Tower Construction Projects. Such Borrowing Base Report and other information shall be provided to Administrative Agent (i) monthly quarterly within thirty forty-five (3045) days of the last day of the immediately preceding calendar month (unless such month is at the end of a fiscal quarter, in which case within forty five (45) days of the last day of such fiscal quarter), (ii) within thirty (30) days after Collateral Agent has released its Liens in one or more Mortgaged Properties (or portions thereof) pursuant to Section 6.14(g2.16(g) in connection with any individual sale that had the effect of removing in excess of $50,000,000 in value from the Borrowing Base (provided that such Borrowing Base report will be prepared as of the last day of the most recently ended calendar month giving pro forma effect to such sale), and (iii) within thirty forty-five (3045) days after any request by Administrative Agent.