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 (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 Section 8.2(i), (iii), (iv) and (v) or, with respect to the Borrowing Base Assets described in clauses (f) and (g) of the definition of the term "Borrowing Base", liens permitted by Section 8.2(vi); (ii) 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; (iii) with respect to the Partial Interests, the Partnership to which the Partial Interest relates shall own the applicable Real Estate one hundred percent (100%) in fee simple, and such Real Estate shall otherwise comply with the terms of this Agreement; (iv) the Borrowing Base Assets (including Properties Under Construction) which are derived from or are intended to become income producing operating properties shall be utilized (or with respect to Properties Under Construction upon completion will be utilized) principally for office, retail, research/industrial, office/warehouse, warehouse/distribution or multifamily housing; (v) the Borrowing Base Assets (other than Properties Under Construction) which are or derive from income producing operating properties (A) 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; and (B) on an aggregate basis (1) such Borrowing Base Assets (excluding multi-family housing and the Conference Center) are eighty percent (80%) leased pursuant to bona- fide arm's length leases to third parties unaffiliated with any Borrower, any of the General Partners, any Guarantor or any of the Controlled Subsidiaries of any Borrower; or (2) with respect to multi-family housing only, such Borrowing Base Assets are eighty-five percent (85%) leased pursuant to bona-fide arm's length leases; and (C) there is no material Indebtedness with respect to such Borrowing Base Asset secured thereby which is subject to acceleration or is accelerated. In the event that any of such property described in (B)(1) is leased to an Affiliate of a Borrower, any of the General Partners, any Guarantor or any of the Controlled Subsidiaries of a Borrower, the square footage subject to such lease shall be deducted from the overall square footage of the project and excluded in calculating compliance with the occupancy requirement; and in determining whether a new Real Estate Asset can be included in the Borrowing Base only the portfolio leasing test set forth in (B)(1) or (B)(2) for that property applies; and (vi) each of such Borrowing Base Assets shall satisfy each other condition in this Agreement and the other Loan Documents applicable thereto. (b) The Borrowers shall provide to the Agent as of July 31,1997 and concurrently with the delivery of the financial statements described in Section 7.4(a) or 7.4(b) (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 Section 7.19 and Section 9.3, and (iii) that the Borrowing Base Assets comply with the terms of Section s 6.17 and 6.

Borrowing Base Assets. (a) Each of the Borrowing Base Assets shall be owned one hundred percent (100%) by a Borrower 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 Section §8.2(i), (iii), (iv) and (v) or, with respect to the Borrowing Base Assets described in clauses (f) and (g) of the definition of the term "Borrowing Base", liens permitted by Section 8.2(vi); (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; (iiiiv) with respect to the Partial Interests, the Partnership to which the Partial Interest relates shall own the applicable Real Estate one hundred percent (100%) in fee simple, and such Real Estate shall otherwise comply with the terms of this Agreement[Intentionally Omitted]; (ivv) the Borrowing Base Assets (including Properties Under Construction) which are derived from or are intended to become income producing operating properties 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; (vvi) the Borrowing Base Assets (other than Properties Under Construction) which are or derive from income producing operating properties (A) 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; and ; (B) on an aggregate basis (1) such Borrowing Base Assets (excluding multi-family housing and the Conference Center) are eighty percent (80%) leased pursuant to bona- fide arm's length leases to third parties unaffiliated with any Borrower, any of the General Partners, any Guarantor or any of the Controlled Subsidiaries of any Borrower; or (2vii) with respect to multi-family housing onlyProperties 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 Borrowing Base Assets are eighty-five percent Properties Under Construction (85%) leased pursuant to bona-fide arm's length leases; and (C) there is no material Indebtedness provided that in any event for any Properties Under Construction with respect to such Borrowing Base Asset secured thereby which is subject to acceleration or is accelerated. In the event that any of such property aggregate estimated Project Costs do not exceed $15,000,000.00 the Borrowers shall deliver the Collateral Qualification Documents described in clauses(a), (B)(1b), (c), (d), (e), (h) is leased to an Affiliate of a Borrower, any and (i) of the General Partners, any Guarantor or any definition of the Controlled Subsidiaries of a Borrower, the square footage subject to such lease shall be deducted from the overall square footage of the project and excluded in calculating compliance with the occupancy requirement; and in determining whether a new Real Estate Asset can be included in the Borrowing Base only the portfolio leasing test set forth in (B)(1) or (B)(2) for that property appliesCollateral Qualification Documents); and (viviii) 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 July 31,1997 the date hereof and concurrently with the delivery of the financial statements described in Section §7.4(a) or 7.4(b) (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 Section 7.19 and Section 9.3, and (iii) that the Borrowing Base Assets comply with the terms of Section s 6.17 and 6.list

Borrowing Base Assets. (a) Each of the Borrowing Base Assets shall be owned one hundred percent (100%) by a 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 Section §8.2(i), (iii), (iv) and (v) or, with respect to the Borrowing Base Assets described in clauses (f) and (g) of the definition of the term "Borrowing Base", liens permitted by Section 8.2(vi); (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; (iiiiv) with respect to the Partial Interests, the Partnership to which the Partial Interest relates shall own the applicable Real Estate one hundred percent (100%) in fee simple, and such Real Estate shall otherwise comply with the terms of this Agreement[Intentionally Omitted]; (ivv) the Borrowing Base Assets (including Properties Under Construction) which are derived from or are intended to become income producing operating properties 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; (vvi) the Borrowing Base Assets (other than Properties Under Construction) which are or derive from income producing operating properties (A) 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; and ; (B) on an aggregate basis (1) such Borrowing Base Assets (excluding multi-family housing and the Conference Center) are eighty percent (80%) leased pursuant to bona- fide arm's length leases to third parties unaffiliated with any Borrower, any of the General Partners, any Guarantor or any of the Controlled Subsidiaries of any Borrower; or (2vii) with respect to multi-family housing onlyProperties 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 Borrowing Base Assets are eighty-five percent Properties Under Construction (85%) leased pursuant to bona-fide arm's length leases; and (C) there is no material Indebtedness provided that in any event for any Properties Under Construction with respect to such Borrowing Base Asset secured thereby which is subject to acceleration or is accelerated. In the event that any of such property aggregate estimated Project Costs do not exceed $15,000,000.00 the Borrowers shall deliver the Collateral Qualification Documents described in clauses(a), (B)(1b), (c), (d), (e), (h) is leased to an Affiliate of a Borrower, any and (i) of the General Partners, any Guarantor or any definition of the Controlled Subsidiaries of a Borrower, the square footage subject to such lease shall be deducted from the overall square footage of the project and excluded in calculating compliance with the occupancy requirement; and in determining whether a new Real Estate Asset can be included in the Borrowing Base only the portfolio leasing test set forth in (B)(1) or (B)(2) for that property appliesCollateral Qualification Documents); and (viviii) 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, 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 July 31,1997 the date hereof and concurrently with the delivery of the financial statements described in Section §7.4(a) or 7.4(b) (i) a i)a list of the Borrowing Base Assets, (ii) the ii)the certification of the Principal Financial Officer of each Borrower of the Adjusted Values and that such properties are in compliance with this Section §7.19 and Section §9.3, and (iii) that iii)that the Borrowing Base Assets comply with the terms of Section s 6.17 §§6.20 and 66.23. In the event that all or any material portion of a property 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 Appraised Value Limit shall be owned one hundred percent (100%) by a Borrower (in fee simple as to Real Estate) and shall at all times satisfy all of the following conditions: (i) each of the Borrowing Base Assets 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 or a Subsidiary Guarantor, in each case free and clear of all Liens other than the Liens permitted in Section §8.2(i), (iii), (iv) and (v) oriv), with respect and such Eligible Real Estate shall not have applicable to it any restriction on the Borrowing Base Assets described sale, pledge, transfer, mortgage or assignment of such property (including any restrictions contained in clauses (f) and (g) of the definition of the term "Borrowing Base", liens permitted by Section 8.2(viany applicable organizational documents); (ii) 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 without giving effect to any knowledge qualifier with respect to any such representation or warranty; (iii) with respect to the Partial Interestsif such Eligible Real Estate is held by a Subsidiary Guarantor, the Partnership to which the Partial Interest relates only asset of such Subsidiary Guarantor shall own the applicable be Eligible Real Estate one hundred percent (100%) included in fee simple, and such Real Estate shall otherwise comply with the terms calculation of this Agreementthe Borrowing Base Appraised Value Limit; (iv) such Eligible Real Estate is self-managed by the Borrowing Base Assets (including Properties Under Construction) which are derived from Borrower, the Subsidiary Guarantor or are intended is managed by the Property Manager pursuant to become income producing operating properties shall be utilized (or with respect to Properties Under Construction upon completion will be utilized) principally for office, retail, research/industrial, office/warehouse, warehouse/distribution or multifamily housinga Management Agreement; (v) each Eligible Real Estate or portion thereof shall be leased to an Eligible Tenant, and each such 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 in material compliance with all other obligations under its lease, and not subject to any Insolvency Event; provided, however, that if such Eligible Real Estate is a multi-tenant facility and a tenant thereof if subject to an Insolvency Proceeding, such Eligible Real Estate may be included in the calculation of the Borrowing Base Assets Appraised Value Limit if such tenant does not lease more than forty percent (other than Properties Under Construction40%) of the Net Rentable Area of such Eligible Real Estate; (vi) on and after the first anniversary of the Closing Date, no Eligible Real Estate which are subject to a lease or derive from income producing operating properties leases to (A) shall be (1) fully operational; and (2) properties for which valid certificates of occupancy any single tenant rated at least BBB or the equivalent thereof by S&P or at least Baa2 or the equivalent thereof by M▇▇▇▇’▇ or any Affiliate thereof shall account for all buildings thereon have been issued more than fifty percent (50%) of the Borrowing Base Appraised Value Limit (and are in full force and effect; and any excess shall be excluded from the Borrowing Base Appraised Value Limit) or (B) on an aggregate basis (1) such Borrowing Base Assets (excluding multi-family housing and the Conference Center) are eighty percent (80%) leased pursuant to bona- fide arm's length leases to third parties unaffiliated with any Borrower, any of the General Partners, any Guarantor other single tenant or any of the Controlled Subsidiaries of any Borrower; or (2) with respect to multi-family housing only, such Borrowing Base Assets are eightyAffiliate thereof shall account for more than thirty-five percent (8535%) leased pursuant to bonaof the Borrowing Base Appraised Value Limit (and any excess shall be excluded from the Borrowing Base Appraised Value Limit) (in each case, for the purposes hereof, tenants shall not be considered Affiliates of each other solely by virtue of having common ownership by an equity fund provided that their financial results are not consolidated with a common parent entity); (vii) on and after the first anniversary of the Closing Date, the aggregate Appraised Value and Property Cost of the Eligible Real Estate constituting LTACs, Rehabs or ASCs shall not exceed thirty-fide arm's length leasesfive percent (35%) of the Borrowing Base Appraised Value Limit (and any excess shall be excluded from the Borrowing Base Appraised Value Limit); and and (Cviii) there is no material Indebtedness the Primary License of such Eligible Real Estate shall not have been revoked or the subject of any revocation proceeding or, in with respect to such an SNF, the Operator thereof is no longer entitled to reimbursement under Medicare or Medicaid. (b) In the event that all or any material portion of any Eligible Real Estate included in the calculation of the Borrowing Base Asset secured thereby which Appraised Value Limit shall 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 Appraised Value Limit unless and until (i) any damage to such real estate is subject repaired or restored, such real estate becomes fully operational and the Agent shall receive evidence satisfactory to acceleration the Agent of the value of such real estate following such repair or is acceleratedrestoration (both at such time and prospectively) or (ii) the Agent shall receive evidence 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 any such damage or condemnation only partially affects such Eligible Real Estate included in the calculation of the Borrowing Base Appraised Value Limit, then the Required Lenders may in good faith reduce the Borrowing Base Appraised Value Limit 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 property described in real estate (B)(1both at such time and prospectively) is leased shall no longer be materially adversely affected by such damage or condemnation. (c) Upon any asset ceasing to an Affiliate of a Borrower, any of the General Partners, any Guarantor or any of the Controlled Subsidiaries of a Borrower, the square footage subject qualify to such lease shall be deducted from the overall square footage of the project and excluded in calculating compliance with the occupancy requirement; and in determining whether a new Real Estate Asset can be included in the calculation of the Borrowing Base only Appraised Value Limit, such asset shall no longer be included in the portfolio leasing test set forth in (B)(1) or (B)(2) for that property applies; and (vi) each calculation of such the Borrowing Base Assets Appraised Value Limit unless otherwise approved in writing by the Required Lenders. Within five (5) Business Days after becoming aware of any such disqualification, the Borrower shall satisfy each other condition in this Agreement and the other Loan Documents applicable thereto. (b) The Borrowers shall provide 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 July 31,1997 Default arises as a result of such disqualification, and concurrently a calculation of the Borrowing Base Appraised Value Limit attributable to such asset. Simultaneously with the delivery of the financial statements described in Section 7.4(a) or 7.4(b) (i) a list of items required pursuant above, the Borrower shall deliver to the Agent an updated Borrowing Base AssetsCertificate demonstrating, (ii) the certification of the Principal Financial Officer of each Borrower of the Adjusted Values and that after giving effect to such properties are in removal or disqualification, compliance with this Section 7.19 the conditions and Section 9.3, covenants contained in §5.4 and (iii) that the Borrowing Base Assets comply with the terms of Section s 6.17 and 69.1.