Common use of Collateral Pool Clause in Contracts

Collateral Pool. In order for a Property to be included in the Collateral Pool, (a) a Property must be wholly-owned in fee simple by a Borrower or Non-Borrower Mortgagor (with the beneficial interests being 100% owned by Borrower), and no Property shall be a ground lease, (b) no subordinate debt (excluding Permitted Liens) shall be allowed on any Property, (c) no Property shall have any restrictions on the Borrower’s ability to sell or encumber such Property (except for restrictions in the Loan Documents or as may be shown in the Permitted Liens) and (d) Administrative Agent shall have received a current environmental and property condition report for such Property satisfactory to Administrative Agent in all respects. Except as provided in Section 15.31 below, no Properties may be added to the Collateral Pool after the Effective Date. Furthermore, at all times: (1) the Collateral Pool must contain a minimum of twelve (12) individual properties (which, for purposes hereof, “individual property” means each of the Properties to which a portion of the Loan is allocated as set forth on Exhibit J attached hereto), (2) the Appraised Value of the Collateral Pool shall be at least $600,000,000, (3) the Collateral Pool must be maintained across at least two (2) metropolitan statistical areas, (4) no single metropolitan statistical area within the Collateral Pool shall exceed sixty percent (60%) of the In Place NOI of the entire Collateral Pool, (5) no single metropolitan statistical area shall contain more than two (2) Hotel Properties, (6) the Hotel NOI shall not exceed twenty percent (20%) of the In Place NOI of the entire Collateral Pool, and (7) no single property within the Collateral Pool shall have an In Place NOI that exceeds forty percent (40%) of the In Place NOI of the entire Collateral Pool (collectively, the “Portfolio Diversification”). After the Effective Date, the Debt Service Coverage Ratio for the Collateral Pool shall be tested on a quarterly basis, using a Determination Date as of the end of each calendar quarter. In the event the Debt Service Coverage Ratio (based on the then outstanding principal of the entire Loan) as of the end of any calendar quarter is less than 1.25:1.00 (the “Minimum DSCR”), Borrower shall pay down the portion of the amount outstanding under the Revolving Loan necessary to achieve a Debt Service Coverage Ratio of at least 1.25:1.00 within ten (10) days thereafter (which amount may later be reborrowed pursuant to the terms of this Agreement to the extent the Debt Service Coverage Ratio [based on the then outstanding principal of the entire Loan] is greater than or equal to 1.25:1.00 at such time). Borrower’s failure to make such payment within such 10-day period shall be an immediate Default. In the event the Debt Service Coverage Ratio (based on the then outstanding principal of the Term Loan) as of the end of any calendar quarter is less than 1.00:1.00, a Cash Trap Event Period shall be deemed to have occurred as provided in Section 10.16(b) of this Agreement.

Collateral Pool. In order (a) The Collateral shall consist primarily of cross-collateralized and cross-defaulted first priority Mortgages. Each Property in the Collateral Pool must be domestic, that is, located in the lower forty-eight (48) continental United States of America, must be encumbered with only such title exceptions as have been approved by Administrative Agent, must be wholly owned directly by Borrower, must be open for business and fully operational, must be fully leased to a single tenant under a lease for a term of not less than three (3) years from the Maturity Date and otherwise satisfactory to Lenders in all respects, the tenant under each such lease (or, subject to Lenders' sole discretion, a guarantor thereof, must have with a minimum net worth (as defined under GAAP) of $100,000,000), and such Property must otherwise be satisfactory in all respects to Lenders. (b) In the event at any time the Required Lenders (which must include Administrative Agent) determine, in their sole discretion, that a Property (each an "Excluded Property") should be included removed from the Collateral Pool, whether (i) ----------------- due to environmental concerns which have changed or become known since the date of inclusion in the Collateral Pool, (aii) because a Property must be wholly-owned lease on such Collateral expires in fee simple less than three (3) years, (iii) due to the occurrence of a casualty on such Collateral as to which Borrower has not satisfied the restoration requirements of Section 5.6(b) of this Agreement), (iv) due to the requirement by any governmental authority of, or commencement of any proceeding for, the demolition of any building or structure comprising a Borrower part of such Collateral, or Non-Borrower Mortgagor the commencement of any proceeding to condemn or otherwise take pursuant to the power of eminent domain, or the execution of a contract for sale or a conveyance in lieu of such a taking which provides for the transfer of, a material portion of such Collateral, including but not limited to the taking (or transfer in lieu thereof) of any portion of such Collateral which would result in the blockage or substantial impairment of access or utility service to the improvements thereon or which would cause such Collateral to fail to comply with any Applicable Law, or (v) otherwise due to any failure to comply with the beneficial interests being 100% owned terms of this Agreement, or (vi) because any item required by Borrower)the provisions of this Section 2.24, and no Property shall be a ground lease, (b) no subordinate debt (excluding Permitted Liens) shall be allowed on any as to such Collateral Pool Property, (c) no Property shall have any restrictions on the Borrower’s ability to sell is not available, or encumber such Property (except for restrictions in the Loan Documents has not been provided, or as may be shown in the Permitted Liens) and (d) is not acceptable, Administrative Agent shall have received a current environmental so notify Borrower in writing and property condition report for such Excluded Property satisfactory to Administrative Agent in all respects. Except as provided in Section 15.31 below, shall thereafter no Properties may longer be added to the Collateral Pool after the Effective Date. Furthermore, at all times: (1) the Collateral Pool must contain a minimum of twelve (12) individual properties (which, for purposes hereof, “individual property” means each of the Properties to which a portion of the Loan is allocated as set forth on Exhibit J attached hereto), (2) the Appraised Value considered part of the Collateral Pool Pool, and the Available Committed Amount shall be at least $600,000,000, (3) the Collateral Pool must be maintained across at least two (2) metropolitan statistical areas, (4) no single metropolitan statistical area within the Collateral Pool shall exceed reduced to an amount equal to sixty percent (60%) of the In Place NOI Value of the entire Collateral Pool, (5) no single metropolitan statistical area shall contain more than two (2) Hotel Properties, (6) the Hotel NOI shall not exceed twenty percent (20%) Pool exclusive of the In Place NOI Excluded Property. All amounts then outstanding in excess of the entire Available Committed Amount shall be repaid. In the alternative, Borrower may substitute another Property for the Excluded Property, provided such Property is acceptable to Required Lenders (which must include Administrative Agent) in all respects in Required Lenders' sole discretion and all conditions precedent to the inclusion of such Property in the Collateral PoolPool have been complied with, and (7) no single property within including, without limitation, the conditions set forth in this Section 2.24. Any such Excluded Property so removed from the Collateral Pool shall have an In Place NOI that exceeds forty percent (40%) upon the written request from Borrower be released by Administrative Agent from the lien of any Mortgage, upon the repayment of all amounts then outstanding in excess of the In Place NOI of the entire Collateral Pool (collectively, the “Portfolio Diversification”). After the Effective Date, the Debt Service Coverage Ratio for the Collateral Pool shall be tested on a quarterly basis, using a Determination Date as of the end of each calendar quarter. In the event the Debt Service Coverage Ratio (based on the Available Committed Amount and provided there is then outstanding principal of the entire Loan) as of the end of any calendar quarter is less than 1.25:1.00 (the “Minimum DSCR”), Borrower shall pay down the portion of the amount outstanding under the Revolving Loan necessary to achieve a Debt Service Coverage Ratio of at least 1.25:1.00 within ten (10) days thereafter (which amount may later be reborrowed pursuant to the terms of this Agreement to the extent the Debt Service Coverage Ratio [based on the then outstanding principal of the entire Loan] is greater than or equal to 1.25:1.00 at such time). Borrower’s failure to make such payment within such 10-day period shall be an immediate Default. In the event the Debt Service Coverage Ratio (based on the then outstanding principal of the Term Loan) as of the end of any calendar quarter is less than 1.00:1.00, a Cash Trap Event Period shall be deemed to have occurred as provided in Section 10.16(b) of this Agreementexisting no Default hereunder.