Common use of Acceptance of Collateral Clause in Contracts

Acceptance of Collateral. The Required Lenders shall have the right, after performing such due diligence as the Required Lenders desire in their sole discretion, to accept or reject any such Nominated Property offered as an additional Collateral Property, as such right may be exercised in the Required Lenders’ reasonable discretion. The Borrower shall at its expense provide the Administrative Agent and the Lenders with the following due diligence materials and information with respect to any Nominated Property at least thirty (30) days prior to the Proposed Inclusion Date for such Nominated Property: (A) a title insurance commitment or preliminary title report for such Nominated Property with all underlying documents and a survey of such Nominated Property; (1) an environmental site assessment report with respect to such Nominated Property, dated as of a recent date (but in no event older than twelve (12) months prior to the Proposed Inclusion Date for such Nominated Property), prepared by a qualified consulting firm reasonably acceptable to the Administrative Agent in form and content acceptable to the Administrative Agent and in accordance with its guidelines (or if no such guidelines exist, generally accepted industry standards), including a certification by a qualified engineer of such firm that such engineer, or a person working under his/her supervision, (a) has obtained and examined the list of prior owners of the applicable Collateral Property, (b) has investigated registrations or other listings of the applicable Collateral Property on appropriate databases, (c) has made an on-site physical examination of such Nominated Property and (d) has made a visual observation of the surrounding areas and has found no evidence of the presence of Hazardous Materials (as such term is defined in the Environmental Indemnity Agreements), or of past or present Hazardous Materials activities, except as disclosed in such report, and including the estimated cost of any compliance, removal or remedial action in connection with any such Hazardous Materials, and an explanation of any data gap (as such term is defined in 40 C.F.R. § 312.10(b)) identified in such report (provided that any such data gap shall be subject to the approval of the Administrative Agent), (2) a physical property condition assessment report of such Nominated Property, dated as of a recent date (but in no event older than twelve (12) months prior to the Proposed Inclusion Date for such Nominated Property), prepared by a qualified consulting firm reasonably acceptable to the Administrative Agent in form and content acceptable to the Administrative Agent and in accordance with its guidelines (or if no such guidelines exist, generally accepted industry standards), including a certification by a qualified engineer of such firm that such engineer has made an on-site physical examination of such Nominated Property, and including the estimated cost of any repair, improvement or other action and (3) a zoning, building and fire code, subdivision and entitlement status assessment report of such Nominated Property, dated as of a recent date (but in no event older than twelve (12) months prior to the Proposed Inclusion Date for such Nominated Property), prepared by a qualified consulting firm reasonably acceptable to the Administrative Agent in form and content acceptable to the Administrative Agent and in accordance with its guidelines (or if no such guidelines exist, generally accepted industry standards), together with a copy of a letter from the applicable municipality of existing violations and copies of the certificate of occupancy (or its substantive equivalent) and any other material Governmental Approvals for such Nominated Property; (C) UCC, judgment, tax, bankruptcy and litigation searches with respect to the Subsidiary that is (or will be) the owner of such Nominated Property and, in the case of an asset acquisition, the seller of such Nominated Property; (D) Copies of the existing or proposed form of Property Management Agreement, standard lease form and all brokerage and/or leasing agreements and other Material Contacts, if any, affecting such Nominated Property or the Subsidiary that will own such Nominated Property that will not be terminated prior to, or will be entered into on or prior to, the Proposed Inclusion Date, certified by a Responsible Officer to be true, correct and complete; (E) projections of Net Operating Income of all of the Collateral Properties (including the Nominated Property) for the twelve (12) full calendar month period following the date of the proposed addition of such Nominated Property; (F) current, certified rent roll, delinquency report and other reports of the financial and operating results (for the most recent 12-month period) for the Nominated Property setting forth in such format as previously submitted by the Borrower on account of other Collateral Properties or otherwise as the Administrative Agent may reasonably accept and certified as true, correct and complete by a Responsible Officer of the Borrower; (G) in the case of an acquisition, a copy of the purchase and sale agreement(s) by which the owner will acquire the fee title to such Nominated Property; and (H) such other items pertaining to such Nominated Property and each Subsidiary of the REIT that is a direct or indirect owner thereof as the Administrative Agent or any Lender may reasonably request, including all documentation and other information that the Administrative Agent or any Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender. The Administrative Agent shall endeavor to notify the Borrower in writing at least ten (10) days prior to the Proposed Inclusion Date whether or not the Administrative Agent and the Required Lenders are willing, subject to Section 2.16(a)(iii), to include the applicable Nominated Property as a Collateral Property. In the event that the Administrative Agent fails to notify the Borrower within the time period contemplated in the prior sentence, the Administrative Agent and the Required Lenders shall be deemed to have decided not to include the applicable Nominated Property as a Collateral Property. The Borrower hereby requests that each of the Nominated Properties set forth on Schedule 2.16(a) be accepted as Collateral and included as a Collateral Property in accordance with Section 2.16(a) with a Proposed Inclusion Date of March 29, 2013, and the Administrative Agent hereby agrees to such shortened notice period with respect to each of the Nominated Properties set forth on Schedule 2.16(a). The Administrative Agent hereby acknowledges that it has received the due diligence materials and information required to be delivered by the Borrower under this Section 2.16(a)(ii) and the Appraisal required to be delivered in accordance with Section 2.16(a)(iii)(A) below with respect to each Nominated Property set forth on Schedule 2.16(a) and hereby notifies the Borrower that the Administrative Agent and the Required Lenders are willing, subject to the remainder of Section 2.16(a)(iii), to include each such Nominated Property as a Collateral Property.

Acceptance of Collateral. The Required Lenders Administrative Agent shall have the right, in its sole discretion, and after performing such due diligence as the Required Lenders desire Administrative Agent desires in their its sole discretion, to accept or reject any such Nominated Property offered as an additional Collateral Additional Borrowing Base Property. Notwithstanding the foregoing, the Administrative Agent shall not unreasonably withhold its acceptance of a Nominated Property as such right may be exercised a Borrowing Base Property if, through the due diligence contemplated hereby, the Administrative Agent determines that the Nominated Property does not qualify as a Borrowing Base Property based upon the same underwriting standards as used for the Initial Borrowing Base Properties, and provided that the items delivered pursuant to clauses (A) through (M) below and the information and disclosures contained therein are satisfactory to the Administrative Agent in the Required Lenders’ reasonable its sole discretion. The Borrower shall at its expense provide the Administrative Agent and the Lenders with the following due diligence materials and information with respect to any Nominated Property at least thirty forty-five (3045) days prior to the Proposed Inclusion Date for proposed addition of such Nominated Property as a Borrowing Base Property: (A) a title insurance commitment or preliminary title report for the Nominated Property and an ALTA survey meeting the requirements of Section 4.01(a)(iii); (B) copies of permanent and unconditional certificates of occupancy for such Nominated Property with all underlying documents and a survey meeting the requirements of such Nominated PropertySection 4.01(a)(iv) or otherwise acceptable to the Administrative Agent; (1C) an environmental site assessment report Environmental Report and a Property Condition Report with respect to such Nominated Property, dated as of a recent date (but in no event older than twelve (12) months prior to the Proposed Inclusion Date for such Nominated Property)date, prepared by a qualified consulting firm reasonably acceptable to the Administrative Agent Agent, in form and content acceptable to the Administrative Agent and in accordance with its guidelines (or if no such guidelines exist, generally accepted industry standards), including a certification by a qualified engineer of such firm that such engineer, standard format; (D) Uniform Commercial Code searches with respect to the existing or a person working under his/her supervision, (a) has obtained and examined the list of prior owners proposed owner or lessor of the applicable Collateral Property, (b) has investigated registrations or other listings of the applicable Collateral Property on appropriate databases, (c) has made an on-site physical examination of such Nominated Property and (d) has made a visual observation of the surrounding areas and has found no evidence of the presence of Hazardous Materials (as such term is defined in the Environmental Indemnity Agreements), or of past or present Hazardous Materials activities, except as disclosed in such report, and including the estimated cost of any compliance, removal or remedial action in connection with any such Hazardous Materials, and an explanation of any data gap (as such term is defined in 40 C.F.R. § 312.10(b)) identified in such report (provided that any such data gap shall be subject to the approval of the Administrative Agent), (2) a physical property condition assessment report of such Nominated Property, dated as of a recent date (but in no event older than twelve (12) months prior to the Proposed Inclusion Date for such Nominated Property), prepared by a qualified consulting firm reasonably acceptable to the Administrative Agent in form and content acceptable to the Administrative Agent and in accordance with its guidelines (or if no such guidelines exist, generally accepted industry standards), including a certification by a qualified engineer of such firm that such engineer has made an on-site physical examination of such Nominated Property, and including the estimated cost of any repair, improvement or other action and (3) a zoning, building and fire code, subdivision and entitlement status assessment report of such Nominated Property, dated as of a recent date (but in no event older than twelve (12) months prior to the Proposed Inclusion Date for such Nominated Property), prepared by a qualified consulting firm reasonably acceptable to the Administrative Agent in form and content acceptable to the Administrative Agent and in accordance with its guidelines (or if no such guidelines exist, generally accepted industry standards), together with a copy of a letter from the applicable municipality of existing violations and copies of the certificate of occupancy (or its substantive equivalent) and any other material Governmental Approvals for such Nominated Property; (CE) UCC, judgment, tax, bankruptcy and litigation searches with respect to the Subsidiary that is (or will be) the owner of such Nominated Property and, in the case of an asset acquisition, the seller of such Nominated Property; (D) Copies of the existing or proposed form of Property Management Agreement, standard lease form and all existing brokerage and/or leasing agreements and other Material Contactsagreements, if any, affecting such Nominated Property or the Subsidiary that will own such Nominated Property that will not be terminated prior to, or will be entered into on or prior to, the Proposed Inclusion Dateterminated, certified by a Responsible Officer to be true, correct and completecomplete in all material respects; (EF) if the Nominated Property is owned or leased (or to be acquired by) a Controlled Subsidiary that is not currently a Loan Party, copies of the financial statements for the owner or lessor of such Nominated Property meeting the requirements of Section 4.01(a)(xiv); (G) projections of Net Operating Expenses and Operating Income of all of the Collateral Borrowing Base Properties (including the Nominated Property) for the twelve (12) full calendar month period following the date of the proposed addition of such the Nominated Property; (FH) a seismic report for such Nominated Property prepared by a firm of licensed engineers selected by the Administrative Agent and prepared in accordance with the Administrative Agent's scope for such reports and otherwise acceptable to the Administrative Agent in all respects; (I) current, certified rent roll, delinquency report roll (which certificate may be qualified by knowledge in the case of an acquisition) and other reports of the financial and operating results (for the most recent 12-month period) and projections for the Nominated Property setting forth in such format as previously submitted by the Borrower on account of other Collateral Properties or otherwise as the Administrative Agent may reasonably accept and certified as true, correct and complete by a Responsible Officer of the Borrowerrequire; (GJ) if required by the Administrative Agent, evidence of the zoning, subdivision and entitlements status of the Nominated Property, including, without limitation, copies of the certificate of occupancy and any other material permits, licenses or approvals required for such property; (K) in the case of an acquisition, a copy of the purchase and sale agreement(s) by which the owner will acquire the fee title to, or Ground Lease interest in, the Nominated Property; (L) the Leasing Affidavits (which may be qualified by knowledge in the case of an acquisition and other items described in Section 4.01(a)(vii) with respect to such Nominated new Borrowing Base Property; and (HM) such other items pertaining to such the Nominated Property and each Subsidiary of the REIT that is a direct or indirect owner thereof as the Administrative Agent or any Lender may reasonably request, including all documentation and other information that the Administrative Agent or any Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender. The Administrative Agent shall endeavor to notify the Borrower in writing at least ten (10) days prior to the Proposed Inclusion Date whether or not the Administrative Agent and the Required Lenders are willing, subject to Section 2.16(a)(iii), to include the applicable Nominated Property as a Collateral Property. In the event that the Administrative Agent fails to notify the Borrower within the time period contemplated in the prior sentence, the Administrative Agent and the Required Lenders shall be deemed to have decided not to include the applicable Nominated Property as a Collateral Property. The Borrower hereby requests that each of the Nominated Properties set forth on Schedule 2.16(a) be accepted as Collateral and included as a Collateral Property in accordance with Section 2.16(a) with a Proposed Inclusion Date of March 29, 2013, and the Administrative Agent hereby agrees to such shortened notice period with respect to each of the Nominated Properties set forth on Schedule 2.16(a). The Administrative Agent hereby acknowledges that it has received the due diligence materials and information required to be delivered by the Borrower under this Section 2.16(a)(ii) and the Appraisal required to be delivered in accordance with Section 2.16(a)(iii)(A) below with respect to each Nominated Property set forth on Schedule 2.16(a) and hereby notifies the Borrower that the Administrative Agent and the Required Lenders are willing, subject to the remainder of Section 2.16(a)(iii), to include each such Nominated Property as a Collateral Property.

Acceptance of Collateral. The Required Lenders Banks shall have the right, in their sole discretion, and after performing such due diligence as the Required Lenders Banks desire in their sole discretion, to accept or reject any such Nominated Property project offered as an additional Collateral Borrowing Base Property, as such right may be exercised in the Required Lenders’ reasonable discretion. The Borrower Banks shall not unreasonably withhold their acceptance of an apartment project owned in fee simple by the Company or any Wholly-Owned Subsidiary overed as a Borrowing Base Property hereunder if, through the due diligence contemplated hereby, the Banks determine that the project is of a quality and character, and is located in a geographical market, which is consistent 37 with the then-current or any previous Borrowing Base Properties hereunder or under the Previous Credit Agreement. The Company shall at its expense provide the Administrative Agent and the Lenders Banks with the following due diligence materials and information with respect to any Nominated project offered as a Borrowing Base Property hereunder, at least thirty six (3060) days prior to the Proposed Inclusion Date for delivery by the Company of the initial Borrowing Notice with respect to such Nominated Propertyproject: (A) an Appraisal; (B) a title insurance commitment or preliminary title report for and an ALTA survey meeting the Agent's customary requirements; (C) written advice relating to such Nominated Property lien and judgment searches as the Agent shall have requested of the Company with all underlying documents and a survey of respect to such Nominated Borrowing Base Property; (1D) an environmental site assessment report with respect to such Nominated Borrowing Base Property, dated as of a recent date (but in no event older than twelve (12) months prior to the Proposed Inclusion Date for such Nominated Property)date, prepared by a qualified consulting firm reasonably acceptable to the Administrative Agent Agent, identifying any conditions or operations on such property that are not in form compliance with any Environmental Laws and content acceptable to the Administrative Agent and in accordance with its guidelines (or if no such guidelines exist, generally accepted industry standards), including a certification by a qualified engineer of such firm that such engineer, or a person working under his/her supervision, (a) has obtained and examined the list of prior owners of the applicable Collateral Property, (b) has investigated registrations or other listings of the applicable Collateral Property on appropriate databases, (c) has made an on-site physical examination of such Nominated Property and (d) has made a visual observation of the surrounding areas and has found no evidence of the presence of any Hazardous Materials (as such term is defined in the Environmental Indemnity Agreements)located thereon, or of past or present Hazardous Materials activities, except as disclosed in such report, and including the estimated cost of any compliance, removal or remedial action in connection with any such Hazardous Materials, and an explanation of any data gap (as such term is defined in 40 C.F.R. § 312.10(b)) identified in such report (provided that any such data gap shall be subject to the approval of the Administrative Agent), (2) a physical property condition assessment report of such Nominated Property, dated as of a recent date (but in no event older than twelve (12) months prior to the Proposed Inclusion Date for such Nominated Property), prepared by a qualified consulting firm reasonably acceptable to the Administrative Agent in form and content acceptable to the Administrative Agent and in accordance with its guidelines (or if no such guidelines exist, generally accepted industry standards), including a certification by a qualified engineer of such firm that such engineer has made an on-site physical examination of such Nominated Property, and including the estimated cost of any repair, improvement or other action and (3) a zoning, building and fire code, subdivision and entitlement status assessment report of such Nominated Property, dated as of a recent date (but in no event older than twelve (12) months prior to the Proposed Inclusion Date for such Nominated Property), prepared by a qualified consulting firm reasonably acceptable to the Administrative Agent in form and content acceptable to the Administrative Agent and in accordance with its guidelines (or if no such guidelines exist, generally accepted industry standards), together with a copy of a letter from the applicable municipality of existing violations and copies of the certificate of occupancy (or its substantive equivalent) and any other material Governmental Approvals for such Nominated Property; (C) UCC, judgment, tax, bankruptcy and litigation searches with respect to the Subsidiary that is (or will be) the owner of such Nominated Property and, in the case of an asset acquisition, the seller of such Nominated Property; (D) Copies of the existing or proposed form of Property Management Agreement, standard lease form and all brokerage and/or leasing agreements and other Material Contactsshowing Estimated Remediation Costs, if any, affecting and stating that there are no conditions on such Nominated Property property or the Subsidiary that will own such Nominated Property that will not be terminated prior toother items requiring further investigation or remediation, or will be entered into and any follow-on or prior tosupplemental report required by the Agent, together with the Proposed Inclusion Date, certified Agent's standard form Environmental Questionnaire and Disclosure Statement completed by a Responsible Officer to be true, correct and completethe Company; (E) projections of Net Operating Income of all of if required by the Collateral Properties Agent, a report regarding structural, siting, engineering, seismic and code/legal compliance (including compliance with the Nominated PropertyAmericans With Disabilities Act) for the twelve (12) full calendar month period following the date of the proposed addition of such Nominated Propertymatters; (F) current, certified rent roll, delinquency report roll and other reports of the financial and operating results (for the most recent 12-month period) and projections for the Nominated Property property setting forth in such format as previously submitted by the Borrower on account of other Collateral Properties or otherwise as the Administrative Agent may reasonably accept and certified as true, correct and complete by a Responsible Officer of require the Borrowerinformation relevant to such property necessary to calculate the Revolving Facility Debt Service Coverage-Based Principal Limit therefor; (G) in copies of the case standard lease form and the property management agreement and other material operating agreements or contracts relating to the property; (H) if required by the Agent, evidence of an acquisitionthe zoning, subdivision and entitlements status of the property, including, without limitation, copies of the certificate of occupancy and any other material permits, licenses or approvals required for the property; (I) a copy of the purchase and sale agreement(s) by which the owner will acquire Company or such Wholly-Owned Subsidiary has acquired the fee title property; (J) such consents, estoppels, subordination agreements and other documents and instruments executed by Persons party to material contracts relating to such Nominated PropertyBorrowing Base Property as are requested by the Agent or the Requisite Banks; and (HK) such other items pertaining to such Nominated Property and each Subsidiary of the REIT that is a direct or indirect owner thereof as the Administrative Agent or any Lender may reasonably request, including all documentation and other information . The Company acknowledges that the Administrative Agent or any Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results review of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender. The Administrative Agent shall endeavor to notify the Borrower in writing at least ten (10) days prior to the Proposed Inclusion Date whether or not the Administrative Agent and the Required Lenders are willing, subject to Section 2.16(a)(iii), to include the applicable Nominated Property as a Collateral Property. In the event that the Administrative Agent fails to notify the Borrower within the time period contemplated in the prior sentence, the Administrative Agent and the Required Lenders shall be deemed to have decided not to include the applicable Nominated Property as a Collateral Property. The Borrower hereby requests that each of the Nominated Properties set forth on Schedule 2.16(a) be accepted as Collateral and included as a Collateral Property in accordance with Section 2.16(a) with a Proposed Inclusion Date of March 29, 2013, and the Administrative Agent hereby agrees to such shortened notice period with respect to each of the Nominated Properties set forth on Schedule 2.16(a). The Administrative Agent hereby acknowledges that it has received the due diligence materials and information required to be delivered by the Borrower under described in this Section 2.16(a)(ii2.13(a)(ii) and will require advance notice to the Appraisal required to be delivered in accordance with Section 2.16(a)(iii)(A) below with respect to each Nominated Property set forth on Schedule 2.16(a) and hereby notifies the Borrower that the Administrative Agent and the Required Lenders are willingBanks, subject and the Company undertakes to the remainder provide as much advance notice as possible to achieve timely review of Section 2.16(a)(iii), to include each such Nominated Property as a Collateral Propertymaterials.

Acceptance of Collateral. The Required Lenders shall have the right, in their sole discretion, and after performing such due diligence as the Required Lenders desire in their sole discretion, to accept or reject any such Nominated Property project offered as an additional Collateral Borrowing Base Property, as such right may be exercised in the Required Lenders’ reasonable discretion. The Borrower Lenders shall not unreasonably withhold their acceptance of an apartment project owned in fee simple by the Company or any Wholly-Owned Subsidiary offered as a Borrowing Base Property hereunder if, through the due diligence contemplated hereby, the Lenders determine that the project is of a quality and character, and is located in a geographical market, which is consistent with the then-current or any previous Borrowing Base Properties hereunder or under the Previous Credit Agreement. The Company shall at its expense provide the Administrative Agent and the Lenders with the following due diligence materials and information with respect to any Nominated project offered as a Borrowing Base Property hereunder, at least thirty six (3060) days prior to the Proposed Inclusion Date for delivery by the Company of the initial Borrowing Notice with respect to such Nominated Propertyproject: (A) an Appraisal; (B) a title insurance commitment or preliminary title report for and an ALTA survey meeting the Agent's customary requirements; (C) written advice relating to such Nominated Property lien and judgment searches as the Agent shall have requested of the Company with all underlying documents and a survey of respect to such Nominated Borrowing Base Property; (1D) an environmental site assessment report with respect to such Nominated Borrowing Base Property, dated as of a recent date (but in no event older than twelve (12) months prior to the Proposed Inclusion Date for such Nominated Property)date, prepared by a qualified consulting firm reasonably acceptable to the Administrative Agent Agent, identifying any conditions or operations on such property that are not in form compliance with any Environmental Laws and content acceptable to the Administrative Agent and in accordance with its guidelines (or if no such guidelines exist, generally accepted industry standards), including a certification by a qualified engineer of such firm that such engineer, or a person working under his/her supervision, (a) has obtained and examined the list of prior owners of the applicable Collateral Property, (b) has investigated registrations or other listings of the applicable Collateral Property on appropriate databases, (c) has made an on-site physical examination of such Nominated Property and (d) has made a visual observation of the surrounding areas and has found no evidence of the presence of any Hazardous Materials (as such term is defined in the Environmental Indemnity Agreements)located thereon, or of past or present Hazardous Materials activities, except as disclosed in such report, and including the estimated cost of any compliance, removal or remedial action in connection with any such Hazardous Materials, and an explanation of any data gap (as such term is defined in 40 C.F.R. § 312.10(b)) identified in such report (provided that any such data gap shall be subject to the approval of the Administrative Agent), (2) a physical property condition assessment report of such Nominated Property, dated as of a recent date (but in no event older than twelve (12) months prior to the Proposed Inclusion Date for such Nominated Property), prepared by a qualified consulting firm reasonably acceptable to the Administrative Agent in form and content acceptable to the Administrative Agent and in accordance with its guidelines (or if no such guidelines exist, generally accepted industry standards), including a certification by a qualified engineer of such firm that such engineer has made an on-site physical examination of such Nominated Property, and including the estimated cost of any repair, improvement or other action and (3) a zoning, building and fire code, subdivision and entitlement status assessment report of such Nominated Property, dated as of a recent date (but in no event older than twelve (12) months prior to the Proposed Inclusion Date for such Nominated Property), prepared by a qualified consulting firm reasonably acceptable to the Administrative Agent in form and content acceptable to the Administrative Agent and in accordance with its guidelines (or if no such guidelines exist, generally accepted industry standards), together with a copy of a letter from the applicable municipality of existing violations and copies of the certificate of occupancy (or its substantive equivalent) and any other material Governmental Approvals for such Nominated Property; (C) UCC, judgment, tax, bankruptcy and litigation searches with respect to the Subsidiary that is (or will be) the owner of such Nominated Property and, in the case of an asset acquisition, the seller of such Nominated Property; (D) Copies of the existing or proposed form of Property Management Agreement, standard lease form and all brokerage and/or leasing agreements and other Material Contactsshowing Estimated Remediation Costs, if any, affecting and stating that there are no conditions on such Nominated Property property or the Subsidiary that will own such Nominated Property that will not be terminated prior toother items requiring further investigation or remediation, or will be entered into and any follow-on or prior tosupplemental report required by the Agent, together with the Proposed Inclusion Date, certified Agent's standard form Environmental Questionnaire and Disclosure Statement completed by a Responsible Officer to be true, correct and completethe Company; (E) projections of Net Operating Income of all of if required by the Collateral Properties Agent, a report regarding structural, siting, engineering, seismic and code/legal compliance (including compliance with the Nominated PropertyAmericans With Disabilities Act) for the twelve (12) full calendar month period following the date of the proposed addition of such Nominated Propertymatters; (F) current, certified rent roll, delinquency report roll and other reports of the financial and operating results (for the most recent 12-month period) and projections for the Nominated Property property setting forth in such format as previously submitted by the Borrower on account of other Collateral Properties or otherwise as the Administrative Agent may reasonably accept and certified as true, correct and complete by a Responsible Officer of require the Borrowerinformation relevant to such property necessary to calculate the Revolving Facility Debt Service Coverage-Based Principal Limit therefor; (G) in copies of the case standard lease form and the property management agreement and other material operating agreements or contracts relating to the property; (H) if required by the Agent, evidence of an acquisitionthe zoning, subdivision and entitlements status of the property, including, without limitation, copies of the certificate of occupancy and any other material permits, licenses or approvals required for the property; (I) a copy of the purchase and sale agreement(s) by which the owner will acquire Company or such Wholly-Owned Subsidiary has acquired the fee title property; (J) such consents, estoppels, subordination agreements and other documents and instruments executed by Persons party to material contracts relating to such Nominated PropertyBorrowing Base Property as are requested by the Agent or the Requisite Lenders; and (HK) such other items pertaining to such Nominated Property and each Subsidiary of the REIT that is a direct or indirect owner thereof as the Administrative Agent or any Lender may reasonably request, including all documentation and other information . The Company acknowledges that the Administrative Agent or any Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results review of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender. The Administrative Agent shall endeavor to notify the Borrower in writing at least ten (10) days prior to the Proposed Inclusion Date whether or not the Administrative Agent and the Required Lenders are willing, subject to Section 2.16(a)(iii), to include the applicable Nominated Property as a Collateral Property. In the event that the Administrative Agent fails to notify the Borrower within the time period contemplated in the prior sentence, the Administrative Agent and the Required Lenders shall be deemed to have decided not to include the applicable Nominated Property as a Collateral Property. The Borrower hereby requests that each of the Nominated Properties set forth on Schedule 2.16(a) be accepted as Collateral and included as a Collateral Property in accordance with Section 2.16(a) with a Proposed Inclusion Date of March 29, 2013, and the Administrative Agent hereby agrees to such shortened notice period with respect to each of the Nominated Properties set forth on Schedule 2.16(a). The Administrative Agent hereby acknowledges that it has received the due diligence materials and information required to be delivered by the Borrower under described in this Section 2.16(a)(ii2.13(a)(ii) and will require advance notice to the Appraisal required to be delivered in accordance with Section 2.16(a)(iii)(A) below with respect to each Nominated Property set forth on Schedule 2.16(a) and hereby notifies the Borrower that the Administrative Agent and the Required Lenders are willingLenders, subject and the Company undertakes to the remainder provide as much advance notice as possible to achieve timely review of Section 2.16(a)(iii), to include each such Nominated Property as a Collateral Propertymaterials.