Common use of Additional Pool Properties Clause in Contracts

Additional Pool Properties. From time to time during the term of this Agreement following the Borrower’s written request, the Administrative Agent shall accept one or more Real Properties into the Pool as Collateral upon the satisfaction of the following conditions, in a manner reasonably acceptable to the Administrative Agent (or the Majority Lenders or each Lender, where indicated): (i) The Borrower (or applicable Credit Party) shall have satisfied all of requirements set forth in the definition of Pool Property and in Section 5.12(a) as to such real estate. (ii) The Borrower shall have delivered to the Administrative Agent a Compliance Certificate evidencing compliance with Section 5.02 and this Section 5.12 after giving effect to such addition. (iii) [reserved]. (iv) The owner of the Pool Property must have joined in, and assumed all obligations of a “Subsidiary Guarantor” under the Loan Documents by entering into a Joinder Agreement in the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, and (b) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, and other documents as reasonably required by the Administrative Agent in connection with such joinder provided the same are consistent with the terms of this Agreement. (v) Prior to the occurrence of a Security Interest Termination Event, the Borrower (and any other applicable Subsidiary) shall have entered into a Pledge Agreement in form and substance satisfactory to Administrative Agent with respect to the Borrower’s 100% ownership interests in the owner of the Pool Property and such other collateral documents and certificates with respect to the ownership interests in connection with such joinder as required under the Pledge Agreement. (vi) Prior to the occurrence of the Security Interests Termination Event, an Appraisal shall have been prepared within 90 days of the date of inclusion in the Pool; (vii) Borrower shall have delivered such information about the Pool Property including, without limitation, (a) descriptive information on the Real Property, leasing status, tenant leases, operating statements, and rent rolls, and (b) prior to the Security Interest Termination Event, an Environmental Assessment, property condition assessment, and a probable maximum loss studies (for properties in a seismic zone), and (c) such other due diligence information as the Administrative Agent may reasonably require for such Pool Property. (viii) The Borrower shall pay or reimburse the Administrative Agent for all reasonable legal fees and expenses and other costs and expenses incurred by Administrative Agent in connection with the additional Pool Property. (ix) The Administrative Agent shall give the Borrower prompt written notice of its determination with respect to the admission or rejection of any Real Property as a Pool Property. To the extent that a Real Property does not meet the requirements to qualify as a Pool Property, as defined, the Borrower may nevertheless request that such Real Property be included as a Pool Property and the Majority Lenders may, in their sole and absolute discretion, agree to the acceptance of such Real Property as an additional Pool Property.

Additional Pool Properties. From time to time during the term of this Agreement following the BorrowerCompany’s written request, the Administrative Agent shall accept one or more Real Properties into the Pool as Collateral upon the satisfaction of the following conditions, in a manner reasonably acceptable to the Administrative Agent (or the Majority Lenders or each Lender, where indicated):Agent: (i) The Borrower Company (or applicable Credit Note Party) shall have satisfied all of the requirements set forth in the definition of Pool Property and in Section 5.12(a9.8(a) as to such real estate. (ii) The Borrower Company shall have delivered to the Administrative Agent holders of Notes a Compliance Certificate evidencing compliance with Section 5.02 9.8 and this Section 5.12 9.9 after giving effect to such addition. (iii) [reservedReserved]. (iv) (A) The owner of the Pool Property must have joined in, in and assumed all obligations of a “Subsidiary Guarantor” under the Loan Note Documents by entering into a Joinder Agreement Subsidiary Guaranty (or joinder thereto) in the form attached hereto as Exhibit F Schedule 1.3B executed by such owner and delivered to the Administrative Agentholders of Notes, and (bB) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, and other documents as reasonably required by the Administrative Agent in connection with such joinder provided the same are consistent with the terms of this Agreement. (v) Prior to the occurrence of a Security Interest Termination Event, the Borrower Company (and any other applicable Subsidiary) shall have entered into a Pledge Agreement in form and substance satisfactory to Administrative Agent the Required Holders with respect to the BorrowerCompany’s 100% ownership interests in the owner of the Pool Property and such other collateral documents and certificates with respect to the ownership interests in connection with such joinder as required under the Pledge Agreement. (vi) Prior to the occurrence of the Security Interests Termination Event, an Appraisal shall have been prepared within 90 days of the date of inclusion in the Pool;. (vii) Borrower the Company shall have delivered such information about the Pool Property including, without limitation, (a) descriptive information on the Real Property, leasing status, tenant leases, operating statements, and rent rolls, and (b) prior to the Security Interest Termination Event, an Environmental Assessment, property condition assessment, and a probable maximum loss studies (for properties in a seismic zone), and (c) such other due diligence information as the Administrative Agent may reasonably require for such Pool Property. (viii) The Borrower Company shall pay or reimburse the Administrative Agent holders of Notes for all reasonable legal fees and expenses and other costs and expenses incurred by Administrative Agent such holders in connection with the additional Pool Property. (ix) The Administrative Agent shall give the Borrower Company prompt written notice of its determination with respect to the admission or rejection of any Real Property as a Pool Property. To the extent that a Real Property does not meet the requirements to qualify as a Pool Property, as defined, the Borrower Company may nevertheless request that such Real Property be included as a Pool Property and the Majority Lenders Required Holders may, in their sole and absolute discretion, agree to the acceptance of such Real Property as an additional Pool Property.

Additional Pool Properties. From time to time during the term of this Agreement following the Borrower’s written request, the Administrative Agent shall accept one or more Real Properties into the Pool as Collateral upon the satisfaction of the following conditions, in a manner reasonably acceptable to the Administrative Agent (or the Majority Lenders or each Lender, where indicated): (i) The Borrower (or applicable Credit Party) shall have satisfied all of requirements set forth in the definition of Pool Property and in Section 5.12(a) as to such real estate. (ii) The Borrower shall have delivered to the Administrative Agent a Compliance Certificate evidencing compliance with Section 5.02 and this Section 5.12 after giving effect to such addition. (iii) [reserved]. (iv) The owner of the Pool Property must have joined in, and assumed all obligations of a “Subsidiary Guarantor” under the Loan Documents by entering into a Joinder Agreement in the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, and (b) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, and other documents as reasonably required by the Administrative Agent in connection with such joinder provided the same are consistent with the terms of this Agreement. (v) Prior to the occurrence of a Security Interest Termination Event, the Borrower (and any other applicable Subsidiary) shall have entered into a Pledge Agreement in form and substance satisfactory to Administrative Agent with respect to the Borrower’s 100% ownership interests in the owner of the Pool Property and such other collateral documents and certificates with respect to the ownership interests in connection with such joinder as required under the Pledge Agreement. (vi) Prior to the occurrence of the Security Interests Termination Event, an Appraisal shall have been prepared within 90 days of the date of inclusion in the Pool; (vii) Borrower shall have delivered such information about the Pool Property including, without limitation, (a) descriptive information on the Real Property, leasing status, tenant leases, operating statements, and rent rolls, and (b) prior to the Security Interest Termination Event, an Environmental Assessment, property condition assessment, and a probable maximum loss studies (for properties in a seismic zone), and (c) such other due diligence information as the Administrative Agent may reasonably require for such Pool Property. (viii) The Borrower shall pay or reimburse the Administrative Agent for all reasonable legal fees and expenses of one (1) primary counsel and one (1) local counsel in each applicable jurisdiction and other reasonable costs and expenses incurred by Administrative Agent in connection with the additional Pool Property. (ix) The Administrative Agent shall give the Borrower prompt written notice of its determination with respect to the admission or rejection of any Real Property as a Pool Property. To the extent that a Real Property does not meet the requirements to qualify as a Pool Property, as defined, the Borrower may nevertheless request that such Real Property be included as a Pool Property and the Majority Lenders may, in their sole and absolute discretion, agree to the acceptance of such Real Property as an additional Pool Property.