Pool Value means, for any Pool Property, the lesser of (i) the purchase price for such Pool Property and (ii) the Appraised Value of such Pool Property; provided that, if the Administrative Agent has not obtained an Appraisal in respect of such Pool Property, the Pool Value of such Pool Property shall be the purchase price of such Pool Property.
Notwithstanding the prior sentence, the Committee shall have the power and authority, in its sole and absolute exercise of negative discretion, to reduce the Earned Shares such that the Earned Shares Value will be less than the Award Pool Value, which reduction may be made by taking into account the factors described above under Section 3 of this Agreement or any other criteria the Committee deems appropriate.
Subject to compliance with Section 6.1., as of the date hereof, the Lenders have approved for inclusion in calculations of the Borrowing Base, the Properties identified on Schedule 4.1., as well as the Unencumbered Pool Value initially attributable to each such Property.
Borrower shall not permit the ratio of the Unencumbered Asset Pool Value to outstanding Unsecured Debt to be less than75at any time.
Each of the assets included by the Borrower in calculations of the Unencumbered Pool Value satisfies all of the requirements contained in this Agreement for the same to be included therein.
Upon any asset ceasing to qualify to be included as an Unencumbered Pool Property in the calculation of the Unencumbered Pool Value and the Unsecured Debt Interest Coverage Ratio, such asset shall no longer be included in the calculation of the Unencumbered Pool Value and the Unsecured Debt Interest Coverage Ratio.