The Pool. (i) The Borrower or a Wholly Owned Subsidiary of Borrower that is a Guarantor collectively shall at all times own (in fee simple title or through an Eligible Ground Lease, and including the leasehold interest in the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Tower in Memphis, Tennessee) a pool (the "Pool") of assets that are not mortgaged, pledged, hypothecated, or encumbered in any manner, other than Permitted Liens, with an aggregate Value equal to at least one hundred eighty-two percent (182%) of the Borrower's Indebtedness other than Secured Debt outstanding from time to time, with the following characteristics: (1) assets in the Pool shall be completed, income producing, office buildings with net rentable area of not less than 50,000 square feet and not more than 1,000,000 square feet with parking sufficient to satisfy the requirements of Applicable Law and consistent with market conditions that will accommodate full occupancy of the building; provided however, the Pavilion Center in Atlanta, Georgia, the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Toyota Garage in Memphis, Tennessee shall not be required to meet the foregoing requirement in order to be included in the Pool; (2) at all times the Pool shall consist of at least six (6) assets and have an aggregate Value of not less than $150,000,000. (3) the Borrower must have received from third party independent consultants, written assessments (including, without limitation, Phase I environmental reports) for each asset in, or to be added to, the Pool that do not disclose any material environmental conditions, structural defects or title defects not insured around or over, or other material risks related to such asset; (4) the assets in the Pool that consist of Eligible Ground Leases shall not exceed ten percent (10%) of the aggregate Value of the assets in the Pool; (5) no asset in the Pool shall be subject to or affected by any Negative Pledge; (6) the Occupancy Level of the assets Pool in the aggregate must be at least eighty percent (80%); and (7) each asset in the Pool must be located in an Approved Market. (ii) If requested by the Agent the Borrower will provide to the Agent written assessments from third party independent environmental consultants for all assets in the Pool acquired after the date of this Agreement. If the Agent determines that there are material environmental conditions existing on or risks to such assets, the assets will be excluded from the Pool. (iii) Notwithstanding the foregoing any asset which is not an office building but supports any office building included in the Pool (such as a parking structure or building that provides retail services) and meets the requirements set forth in Section 7.12(b)(i) above for inclusion in the Pool other than Section 7.12(b)(i)(1) (a "Non-Core Property") shall be eligible for inclusion in the Pool; provided however, not more than five percent (5%) of the Value of the Pool shall be comprised of Non-Core Properties. (iv) If any asset to be included in the Pool is owned by Wholly Owned Subsidiary of Borrower, it may be included in the Pool only if such Wholly Owned Subsidiary executes the documents required under Section 7.12(a). (v) If the Borrower requests inclusion of assets in the Pool that do not meet the requirements of this Section 7.12, then such assets may only be included in the Pool upon the prior written approval of the Requisite Lenders.
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The Pool. (i) The Borrower or a Wholly Owned Subsidiary of Borrower that is a Guarantor collectively shall at all times own (in fee simple title or through an Eligible Ground Lease, and including the leasehold interest in the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Tower in Memphis, Tennessee) a pool (the "Pool") of assets that are not mortgaged, pledged, hypothecated, or encumbered in any manner, other than Permitted Liens, with an aggregate Value equal to at least one hundred eightysixty-two seven percent (182167%) of the Borrower's Indebtedness other than Secured Debt outstanding from time to time, with the following characteristics:
(1) assets in the Pool shall be completed, income producing, office buildings with net rentable area of not less than 50,000 square feet and not more than 1,000,000 1,500,000 square feet with parking sufficient to satisfy the requirements of Applicable Law and consistent with market conditions that will accommodate full occupancy of the building; provided however, the Pavilion Center in Atlanta, Georgia, the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇I, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ II and III in Richmond, Virginia and the Toyota Garage in Memphis, Tennessee shall not be required to meet the foregoing requirement in order to be included in the Pool;
(2) at all times the Pool shall consist of at least six (6) assets and have an aggregate Value of not less than $150,000,000.
(3) the Borrower must have received from third party independent consultants, written assessments (including, without limitation, Phase I environmental reports) for each asset in, or to be added to, the Pool that do not disclose any material environmental conditions, structural defects or title defects not insured around or over, or other material risks related to such asset;
(4) the assets in the Pool that consist of Eligible Ground Leases shall not exceed ten percent (10%) of the aggregate Value of the assets in the Pool;
(5) no asset in the Pool shall be subject to or affected by any Negative Pledge;
(6) the Occupancy Level of the assets Pool in the aggregate must be at least eighty percent (80%); and
(7) each asset in the Pool must be located in an Approved Market.
(ii) If requested by the Agent the Borrower will provide to the Agent written assessments from third party independent environmental consultants for all assets in the Pool acquired after the date of this Agreement. If the Agent determines that there are material environmental conditions existing on or risks to such assets, the assets will be excluded from the Pool.
(iii) Notwithstanding the foregoing any asset which is not an office building but supports any office building included in the Pool (such as a parking structure or building that provides retail services) and meets the requirements set forth in Section 7.12(b)(i) above for inclusion in the Pool other than Section 7.12(b)(i)(1) (a "Non-Core Property") shall be eligible for inclusion in the Pool; provided however, not more than five percent (5%) of the Value of the Pool shall be comprised of Non-Core Properties.
(iv) If any asset to be included in the Pool is owned by Wholly Owned Subsidiary of Borrower, it may be included in the Pool only if such Wholly Owned Subsidiary executes the documents required under Section 7.12(a).
(v) If the Borrower requests inclusion of assets in the Pool that do not meet the requirements of this Section 7.12, then such assets may only be included in the Pool upon the prior written approval of the Requisite Lenders.
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