Common use of Addition of Mortgaged Properties Clause in Contracts

Addition of Mortgaged Properties. Provided no Default or Event of Default exists, the Borrower shall have the right, subject to the consent of all of the Lenders until such as time as the Borrowing Base consists of three (3) Mortgaged Properties, and Agent at any time thereafter (which consent may be withheld in either the Lender’s or Agent’s sole and absolute discretion), and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Collateral to the Collateral as part of the Borrowing Base. In the event the Borrower desires to add additional Potential Collateral to the Borrowing Base as aforesaid, the Borrower shall provide written notice to the Agent of such request. No Potential Collateral shall be included as Collateral in the Borrowing Base unless and until the following conditions precedent shall have been satisfied: (a) such Potential Collateral shall be Eligible Real Estate; (b) if such Potential Collateral is owned by a Wholly Owned Subsidiary of Borrower, said Wholly Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (c) prior to or contemporaneously with such addition, Borrower shall have submitted to Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Borrower or the Wholly Owned Subsidiary which is the owner of the Potential Collateral shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; (e) after giving effect to the inclusion of such Potential Collateral, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of Mortgaged Properties in the Borrowing Base, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents and except as previously disclosed in writing by the Borrower to Agent and approved by Agent in writing (which disclosures shall be deemed to amend the schedules and other disclosures delivered as contemplated in this Agreement (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing (including, without limitation, any Default under §9.1), and the Agent shall have received a certificate of the Borrower to such effect; and (f) the Lenders or Agent, as required above, shall have consented to the inclusion of such Real Estate as a Mortgaged Property, which consent may be granted in either the Lenders’ or Agent’s sole and absolute discretion.

Addition of Mortgaged Properties. Provided no Default or Event of Default exists(a) After the Closing Date, the Borrower Borrowers shall have the right, subject to the consent of all of the Agent and the Required Lenders until such as time as the Borrowing Base consists of three (3) Mortgaged Properties, and Agent at any time thereafter (which consent may be withheld in either the Lender’s or Agent’s their sole and absolute discretion), ) and the satisfaction by the Borrower Borrowers of the conditions set forth in this §5.3, to add Potential Collateral to the Collateral as part of the Borrowing BaseCollateral. In the event the Borrower desires Borrowers desire to add additional Potential Collateral to the Borrowing Base as aforesaid, the Borrower Borrowers’ Representative shall provide written notice to the Agent of such requestrequest (which the Agent shall promptly furnish to the Lenders), together with all documentation and other information required to permit the Agent to determine whether such Real Estate is Eligible Real Estate. No Thereafter, the Agent shall have ten (10) days from the date of the receipt of such documentation and other information to advise Borrowers’ Representative whether the Required Lenders consent to the acceptance of such Potential Collateral as a Mortgaged Property and the approval of such Potential Collateral as Eligible Real Estate. Notwithstanding the foregoing, no Potential Collateral shall be included as Collateral in the Borrowing Base unless and until the following conditions precedent shall have been satisfied: (ai) such Potential Collateral shall be Eligible Real Estate; (bii) if such the owner of any Potential Collateral is owned by a Wholly Owned (and any indirect owner of such Additional Subsidiary of Borrower, said Wholly Owned Subsidiary ) shall have executed a Borrower Joinder Agreement and satisfied the conditions of §5.5; (ciii) prior any Subsidiary of Parent Company providing services to any Potential Collateral similar to those provided by QTS Richmond TRS at the Richmond Property or contemporaneously with receiving consideration from a tenant or licensee of such addition, Borrower Potential Collateral shall have submitted to Agent executed a Compliance Certificate prepared using Guarantor Joinder Agreement and satisfied the financial statements conditions of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist;5.5 (div) the Guarantors and such Additional Subsidiary Borrower or the Wholly Owned Subsidiary which is the owner of the Potential Collateral shall have executed and delivered to the Agent all Eligible Real Estate Qualification DocumentsDocuments (which may include an assignment of interests with respect to any direct or indirect interests in the owner of such Potential Collateral), all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; (ev) after giving effect to the inclusion of such Potential Collateral, each of the representations and warranties made by or on behalf of the Borrower or Borrowers, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of Mortgaged Properties in the Borrowing BaseProperties, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents and except as previously disclosed in writing by the Borrower to Agent and approved by Agent in writing (which disclosures shall be deemed to amend the schedules and other disclosures delivered as contemplated in this Agreement time (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified datedate and, if approved by Agent in connection with the inclusion of such Potential Collateral, the schedules to this Agreement may be updated by Borrower), and no Default or Event of Default shall have occurred and be continuing (including, without limitation, any Default under §9.1)continuing, and the Agent shall have received a certificate of the Borrower Borrowers and the Guarantors to such effect; and (fvi) the Lenders or Agent, as required above, Agent shall have consented to to, and Agent shall have received the prior written consent (or deemed consent) of each of the Required Lenders to, the inclusion of such Real Estate as a Mortgaged Property. (b) Borrowers may, which consent may at their option, obtain preliminary approval of the Required Lenders of Potential Collateral by delivering to the Agent and each of the Lenders the following with respect to such Potential Collateral: (i) a physical description of the Real Estate; (ii) current rent rolls, historic operating statements and operating and capital budgets (if available), and projected operating and near-term capital expenditure budgets for such Real Estate reasonably satisfactory to the Required Lenders; (iii) a current environmental report, a current engineering report and similar information reasonably satisfactory to the Required Lenders; and (iv) a certification to the knowledge of Parent Company that such Real Estate will satisfy (or is anticipated to satisfy upon the acceptance of such Real Estate as Collateral) each of the other conditions to the acceptance of Real Estate as Collateral. The Required Lenders shall have ten (10) days following receipt of all of the foregoing items to grant or deny preliminary approval for such proposed Potential Collateral. Agent shall notify Borrowers’ Representative if and when the Required Lenders have granted such preliminary approval. In the event that the Required Lenders grant such preliminary approval, Borrowers and Guarantors shall satisfy the remaining requirements to the acceptance of such Collateral as provided in §5.3(a). Such Real Estate shall not be granted included in either the Lenders’ or Agent’s sole and absolute discretioncalculation of the Borrowing Base Availability until the requirements of §5.3(a) are satisfied.

Addition of Mortgaged Properties. Provided no Default or Event of Default exists, the Borrower shall have the right, subject to the consent of (i) all of the Lenders until such as time as the Borrowing Base consists of three (3) Mortgaged Properties, and Agent at any time thereafter there are three (3) or fewer Lenders, and (ii) the Required Lenders at any time there are more than three (3) Lenders (which consent may be withheld in either the Lender’s Lenders’ or Agent’s the Required Lenders’ sole and absolute discretion), and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Collateral to the Collateral as part of the Borrowing Base. In the event the Borrower desires to add additional Potential Collateral to the Borrowing Base as aforesaid, the Borrower shall provide written notice to the Agent of such request. No Potential Collateral shall be included as Collateral in the Borrowing Base unless and until the following conditions precedent shall have been satisfied: (a) such Potential Collateral shall be Eligible Real Estate; (b) if such Potential Collateral is owned by a Wholly Owned Subsidiary of Borrower, said Wholly Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (c) prior to or contemporaneously with such addition, Borrower shall have submitted to Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Borrower or the Wholly Owned Subsidiary which is the owner of the Potential Collateral shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; (e) after giving effect to the inclusion of such Potential Collateral, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of Mortgaged Properties in the Borrowing Base, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents and except as previously disclosed in writing by the Borrower to Agent and approved by Agent in writing (which disclosures shall be deemed to amend the schedules and other disclosures delivered as contemplated in this Agreement (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing (including, without limitation, any Default under §9.1), and the Agent shall have received a certificate of the Borrower to such effect; and (f) the Lenders or Agentthe Required Lenders, as required above, shall have consented to the inclusion of such Real Estate as a Mortgaged Property, which consent may be granted in either the Lenders’ or Agent’s Required Lenders’ sole and absolute discretion.

Addition of Mortgaged Properties. Provided no Default or Event of Default exists, the Borrower shall have the right, subject to the consent of all of the Agent and the Required Lenders until such as time as the Borrowing Base consists of three (3) Mortgaged Properties, and Agent at any time thereafter (which consent may be withheld in either the Lender’s or Agent’s their sole and absolute discretion), ) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Collateral to the Collateral as part of the Borrowing Base. In the event the Borrower desires to replace Collateral or add additional Potential Collateral to the Borrowing Base as aforesaid, the Borrower shall provide written notice to the Agent of such request. No Potential Collateral shall be included as Collateral in the Borrowing Base unless and until the following conditions precedent shall have been satisfied: (a) such Potential Collateral shall be Eligible Real Estate; (b) if such Potential Collateral is owned by a Wholly Owned Subsidiary of Borrower, said Wholly Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (c) prior to or contemporaneously with such addition, Borrower shall have submitted to Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Borrower or the Wholly Owned Subsidiary which is the owner of the Potential Collateral shall have executed and delivered to the Agent all Eligible Real Estate Qualification DocumentsDocuments (which may include an Account Control Agreement), all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; (e) after giving effect to the inclusion of such Potential Collateral, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of Mortgaged Properties in the Borrowing Base, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents and except as previously disclosed in writing by the Borrower to Agent and approved by Agent in writing (which disclosures shall be deemed to amend the schedules and other disclosures delivered as contemplated in this Agreement (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing (including, without limitation, any Default under §9.1), and the Agent shall have received a certificate of the Borrower to such effect; and (f) the Lenders or Agent, as required above, Agent shall have consented to to, and Agent shall have received the prior written consent of the Required Lenders to, the inclusion of such Real Estate as a Mortgaged Property, which consent may be granted in either their sole discretion. Notwithstanding the Lenders’ or Agent’s sole foregoing, in the event such Potential Collateral does not qualify as Eligible Real Estate, so long as the conditions set forth in clauses (b), (c) and absolute discretion(d) of this §5.3 have been satisfied, such Potential Collateral shall be included as Collateral so long as the Agent shall have received the prior written consent of each of the Required Lenders to the inclusion of such Real Estate as a Mortgaged Property (provided that if such Real Estate is not an income-producing office building, Agent shall have received the prior written consent of all of the Lenders to the inclusion of such Real Estate as a Mortgaged Property).

Addition of Mortgaged Properties. Provided no Default or Event of Default exists(a) After the Closing Date, the Parent Borrower shall have the right, subject to the consent of all of the Agent and the Required Lenders until such as time as the Borrowing Base consists of three (3) Mortgaged Properties, and Agent at any time thereafter (which consent may shall not be withheld in either the Lender’s or Agent’s sole and absolute discretion), unreasonably withheld) and the satisfaction by the Parent Borrower of the conditions set forth in this §5.3, to add Potential Collateral to the Collateral Collateral. Parent Borrower from time to time after the Closing Date may also request that certain Real Estate of one or more Subsidiary Borrowers (collectively, the “Subsidiary Borrower Collateral”) be included as part a Mortgaged Property for the purpose of increasing the Borrowing BaseBase Availability. In the event the Parent Borrower desires to add additional Potential Collateral to the Borrowing Base or Subsidiary Borrower Collateral as aforesaid, the Parent Borrower shall provide written notice to the Agent of such requestrequest (which the Agent shall promptly furnish to the Lenders), together with all documentation and other information required to permit the Agent to determine whether such Real Estate is Eligible Real Estate. No Thereafter, the Agent shall have ten (10) Business Days from the date of the receipt of such documentation and other information to advise Parent Borrower whether the Required Lenders consent to the acceptance of such Subsidiary Borrower Collateral or Potential Collateral. If a Lender shall fail to respond to Agent within such ten (10) Business Day period, such Lender shall be deemed to have approved such proposed Subsidiary Borrower Collateral or Potential Collateral. Notwithstanding the foregoing, no Subsidiary Borrower Collateral or Potential Collateral shall be included as Collateral in the Borrowing Base unless and until the following conditions precedent shall have been satisfied: (ai) such Subsidiary Borrower Collateral or Potential Collateral shall be Eligible Real Estate; (bii) if the owner of any Subsidiary Borrower Collateral (and any indirect owner of such Potential Collateral is owned by a Wholly Owned Subsidiary of Borrower, said Wholly Owned Subsidiary ) shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (ciii) prior to or contemporaneously with such addition, Borrower shall have submitted to Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Parent Borrower or the Wholly Owned Subsidiary which is the owner of the Subsidiary Borrower Collateral or Potential Collateral Collateral, as applicable, shall have executed and delivered to the Agent all Eligible Real Estate Qualification DocumentsDocuments (which may include an assignment of interests with respect to any direct or indirect interests in the owner of such Subsidiary Borrower Collateral), all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; (eiv) after giving effect to the inclusion of such Subsidiary Borrower Collateral or Potential Collateral, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors Borrowers or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the replacement or addition of Mortgaged Properties in the Borrowing BaseProperties, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents and except as previously disclosed in writing by the Borrower to Agent and approved by Agent in writing (which disclosures shall be deemed to amend the schedules and other disclosures delivered as contemplated in this Agreement time (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing (including, without limitation, any Default under §9.1)continuing, and the Agent shall have received a certificate of the Parent Borrower to such effect; and (fv) the Lenders or Agent, as required above, Agent shall have consented to, and Agent shall have received the prior written consent of the Required Lenders to, the inclusion of such Real Estate as a Mortgaged Property. Notwithstanding the foregoing, in the event such Subsidiary Borrower Collateral or Potential Collateral does not qualify as Eligible Real Estate, so long as the conditions set forth in clauses (ii), (iii) and (iv) of this §5.3 have been satisfied, such Subsidiary Borrower Collateral or Potential Collateral shall be included as Collateral and shall be deemed Eligible Real Estate so long as the Agent shall have received the prior written consent of each of the Lenders to the inclusion of such Real Estate as a Mortgaged Property. (b) Parent Borrower may, which consent at its option, obtain preliminary approval of the Required Lenders of Subsidiary Borrower Collateral or Potential Collateral by delivering to the Agent and each of the Lenders the following with respect to such Subsidiary Borrower Collateral or Potential Collateral: (i) a physical description of the Real Estate; (ii) current rent rolls, historic operating statements and operating and capital budgets (if available to Parent Borrower), and projected operating and near-term capital expenditure budgets for such Real Estate reasonably satisfactory to the Required Lenders; (iii) a current environmental report, a current engineering report and similar information reasonably satisfactory to the Required Lenders; and (iv) a certification to the knowledge of Parent Borrower that such Real Estate will satisfy (or is anticipated to satisfy upon the acceptance of such Real Estate as Collateral) each of the other conditions to the acceptance of Real Estate as Collateral. The Required Lenders shall have ten (10) Business Days following receipt of all of the foregoing items to grant or deny preliminary approval for such proposed Subsidiary Borrower Collateral or Potential Collateral. If a Lender shall fail to respond within such ten (10) Business Day period, such Lender shall be deemed to have approved such proposed Subsidiary Borrower Collateral or Potential Collateral. Agent shall notify Parent Borrower if and when the Required Lenders have granted such preliminary approval. In the event that the Required Lenders grant such preliminary approval, Parent Borrower may satisfy the remaining requirements to the acceptance of such Collateral as provided in §5.3(a). Such Real Estate shall not be included in the calculation of the Borrowing Base Availability until the requirements of §5.3(a) are satisfied. The Required Lenders hereby acknowledge and agree that preliminary approval has been granted in either with respect to the premises located at 000 X. XxXxxxx, Chicago, Illinois, owned by Coresite Real Estate 427 X. XxXxxxx, L.P., with final approval being subject to review and reasonable approval of the environmental report by the Required Lenders’ or Agent’s sole and absolute discretion.

Addition of Mortgaged Properties. Provided no Default or Event of Default exists, the Borrower shall have the right, subject to the consent of all of the Agent and the Required Lenders until such as time as the Borrowing Base consists of three (3) Mortgaged Properties, and Agent at any time thereafter (which consent may be withheld in either the Lender’s or Agent’s their sole and absolute discretion), ) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Collateral to the Collateral as part of the Borrowing Base. In the event the Borrower desires to replace Collateral or add additional Potential Collateral to the Borrowing Base as aforesaid, the Borrower shall provide written notice to the Agent of such request. No Potential Collateral shall be included as Collateral in the Borrowing Base unless and until the following conditions precedent shall have been satisfied: (a) such Potential Collateral shall be Eligible Real Estate; (b) if such Potential Collateral is owned by a Wholly Owned Subsidiary of Borrower, said Wholly Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (c) prior to or contemporaneously with such addition, Borrower shall have submitted to Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Borrower or the Wholly Owned Subsidiary which is the owner of the Potential Collateral shall have executed and delivered to the Agent all Eligible Real Estate Qualification DocumentsDocuments (which may include a Pledge Agreement or an amendment to the same with respect to any direct or indirect interests of Borrower in the owner of such Potential Collateral and an Account Control Agreement), all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; (e) after giving effect to the inclusion of such Potential Collateral, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of Mortgaged Properties in the Borrowing Base, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents and except as previously disclosed in writing by the Borrower to Agent and approved by Agent in writing (which disclosures shall be deemed to amend the schedules and other disclosures delivered as contemplated in this Agreement (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing (including, without limitation, any Default under §9.1), and the Agent shall have received a certificate of the Borrower to such effect; and (f) the Lenders or Agent, as required above, Agent shall have consented to to, and Agent shall have received the prior written consent of the Required Lenders to, the inclusion of such Real Estate as a Mortgaged Property, which consent may be granted in either their sole discretion. Notwithstanding the Lenders’ or Agent’s sole foregoing, in the event such Potential Collateral does not qualify as Eligible Real Estate, so long as the conditions set forth in clauses (b), (c) and absolute discretion(d) of this §5.3 have been satisfied, such Potential Collateral shall be included as Collateral so long as the Agent shall have received the prior written consent of each of the Required Lenders to the inclusion of such Real Estate as a Mortgaged Property (provided that if such Real Estate is not an income-producing office building, Agent shall have received the prior written consent of all of the Lenders to the inclusion of such Real Estate as a Mortgaged Property).

Addition of Mortgaged Properties. Provided no Default or Event of Potential Default exists, the Borrower shall have the right, subject to the consent of all of the Requisite Lenders until such as time as the Borrowing Base consists of three (3) Mortgaged Properties, and Agent at any time thereafter (which consent may be withheld in either the Requisite Lender’s or Agent’s sole and absolute discretion), and the satisfaction by the Borrower of the conditions set forth in this §5.3Section 12.3, to add Potential Collateral to the Collateral as part of the Borrowing Base. In the event the Borrower desires to add additional Potential Collateral to the Borrowing Base as aforesaid, the Borrower shall provide written notice to the Administrative Agent of such requestrequest (which the Administrative Agent shall promptly furnish to the Lenders), together with a description of such Potential Collateral, a current rent roll, operating statements for the prior four (4) quarters, other information as may be requested by Administrative Agent, and all documentation and other information required to permit the Administrative Agent to determine whether such Potential Collateral is Eligible Real Estate. No Thereafter, the Administrative Agent and the Lenders shall have ten (10) Business Days from the date of the receipt of such documentation and other information to advise the Borrower whether the Requisite Lenders consent to the acceptance of such Potential Collateral to the Borrowing Base Asset. If a Lender shall fail to respond within such ten (10) Business Day period, such Lender shall be deemed to have approved such Potential Collateral. Notwithstanding the foregoing, no Potential Collateral shall be included as Collateral in the Borrowing Base unless and until the following conditions precedent shall have been satisfied: (a) such Potential Collateral shall be Eligible Real Estate; (b) if such Potential Collateral is owned by a Wholly Owned Subsidiary of Borrower, said Wholly Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.5Section 12.5; (c) prior to or contemporaneously with such addition, Borrower shall have submitted to Administrative Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Administrative Agent under §6.4 or §7.4 and a Borrowing Base Certificatethis Agreement, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Potential Default shall exist; (d) the Borrower or the Wholly Owned Subsidiary which is the owner of the Potential Collateral shall have executed and delivered to the Administrative Agent all Eligible Real Estate Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Administrative Agent; (e) after giving effect to the inclusion of such Potential Collateral, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of Mortgaged Properties in the Borrowing Base, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents and except as previously disclosed in writing by the Borrower to Agent and approved by Agent in writing (which disclosures shall be deemed to amend the schedules and other disclosures delivered as contemplated in this Agreement (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Potential Default shall have occurred and be continuing (including, without limitation, any Default under §9.1Section 8.15(d)), and the Administrative Agent shall have received a certificate of the Borrower to such effect; and (f) the Requisite Lenders or Agent, as required above, shall have consented to the inclusion of such Real Estate Asset as a Mortgaged Property, which consent may be granted in either the Requisite Lenders’ or Agent’s sole and absolute discretion.

Addition of Mortgaged Properties. Provided no Default or Event of Default exists, the Borrower shall have the right, subject to the consent of all of the Required Lenders until such as time as the Borrowing Base consists of three (3) Mortgaged Properties, and Agent at any time thereafter (which consent may be withheld in either the Lender’s Lenders’ or the Agent’s sole and absolute discretion), and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Collateral to the Collateral as part of the Borrowing Base. In the event the Borrower desires to add additional Potential Collateral to the Borrowing Base as aforesaid, the Borrower shall provide written notice to the Agent of such request. No Potential Collateral shall be included as Collateral in the Borrowing Base unless and until the following conditions precedent shall have been satisfied: (a) such Potential Collateral shall be Eligible Real Estate; (b) if such Potential Collateral is owned by a Wholly Owned Subsidiary of Borrower, said Wholly Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (c) prior to or contemporaneously with such addition, Borrower shall have submitted to Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Borrower or the Wholly Owned Subsidiary which is the owner of the Potential Collateral shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; (e) after giving effect to the inclusion of such Potential Collateral, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of Mortgaged Properties in the Borrowing Base, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents and except as previously disclosed in writing by the Borrower to Agent and approved by Agent in writing (which disclosures shall be deemed to amend the schedules and other disclosures delivered as contemplated in this Agreement (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing (including, without limitation, any Default under §9.1), and the Agent shall have received a certificate of the Borrower to such effect; and (f) the Required Lenders or Agent, as required above, and Agent shall have consented to the inclusion of such Real Estate as a Mortgaged Property, which consent may be granted in either the Required Lenders’ or Agent’s sole and absolute discretion.

Addition of Mortgaged Properties. Provided no Default Borrower may, with the prior written approval of the Supermajority Lenders, which approval may be granted, withheld, conditioned or Event delayed in their sole discretion, add one or more Properties which are not Mortgaged Properties immediately prior to the time of Default existssuch addition (each, an "ADDITIONAL MORTGAGED PROPERTY") as Mortgaged Properties; provided that, in any event: (i) as of such Addition Date, such Additional Mortgaged Property shall be owned by Borrower or, if approved by the Supermajority Lenders, a Mortgaged Property Subsidiary; provided that such Mortgaged Property Subsidiary shall have executed a Mortgaged Property Subsidiary Guaranty or a counterpart of the Mortgaged Property Subsidiary Guaranty, as the case may be, and a counterpart of this Agreement, the Borrower Environmental Indemnity and the Security Agreement; (ii) each Additional Mortgaged Property shall have include the rightentire fee interest in a suburban office building, subject located in the United States of America and otherwise be of a type, quality and character consistent with Borrower's business plan and strategy; (iii) at least 30 days (or such shorter period as shall be acceptable to the consent of all of Agent) before the Lenders until such as time as the Borrowing Base consists of three (3) Mortgaged Propertiesproposed Addition Date, and Agent Borrower, at any time thereafter (which consent may be withheld in either the Lender’s or Agent’s sole and absolute discretion)its expense, and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Collateral to the Collateral as part of the Borrowing Base. In the event the Borrower desires to add additional Potential Collateral to the Borrowing Base as aforesaid, the Borrower shall provide written notice deliver to the Agent of the Property Information with respect to such request. No Potential Collateral Additional Mortgaged Property, which Property Information shall be included as Collateral satisfactory in form and substance to the Borrowing Base unless Supermajority Lenders in their sole discretion; (iv) if such Additional Mortgaged Property is the subject of an acquisition, all Investments and until Guaranties to be made by the Loan Parties and their respective Subsidiaries in connection with the proposed acquisition shall be permitted pursuant to Sections 6.3 and 6.4; (v) at least two (2) days before such Addition Date, Borrower, at its expense, shall deliver to the Agent the following conditions precedent shall have been satisfiedwith respect to the applicable Additional Mortgaged Property: (a) such Potential Collateral an Officer's Certificate of Borrower setting forth a schedule of insurance with respect to each of the insurance policies required pursuant to Section 5.10, and the Agent shall be Eligible Real Estate;satisfied with the nature and scope of such insurance policies and each such insurance policy shall name the Agent, on behalf of the Lenders, as loss payee, or as additional insured, as the case may be, (b) if such Potential Collateral is owned by a Wholly Owned Subsidiary of Borrower, said Wholly Owned Subsidiary shall have executed a Joinder Agreement and satisfied an Addition Certificate in reasonable detail satisfactory to the conditions of §5.5;Agent, (c) prior supplements to or contemporaneously with the Schedules to this Agreement, the Environmental Indemnity and the Security Agreement reflecting the designation of such additionAdditional Mortgaged Property, Borrower which Schedules shall have submitted be reasonably acceptable to Agent a Compliance Certificate prepared using the financial statements Agent, (d) each of the Borrower most recently provided or required other documents and satisfy each of the other conditions set forth in Sections 3.1.1 (if applicable, with respect to a Mortgaged Property Subsidiary), 3.1.2 (if applicable, with respect to a Mortgaged Property Subsidiary), 3.1.6, 3.1.7, 3.1.8, 3.1.9, 3.1.10, 3.1.11, 3.1.12 and 3.1.16 with respect to such Additional Mortgaged Property, (e) an Appraisal with respect to such Additional Mortgaged Property, which Appraisal shall be provided satisfactory in form and substance to the Agent, (f) executed or certified, conformed copies of any applicable Acquisition Agreement, and such other documents, certificates and opinions executed and delivered by or on behalf of COPT or any of its Subsidiaries as the Agent under §6.4 or §7.4 and any Lender may reasonably request, (g) a Borrowing Base Certificate, both prepared on a pro forma basis Certificate setting forth in reasonable detail the computation of the Borrowing Base as of the Addition Date and adjusted to give effect to such addition, and shall certify that after giving effect to such additionAdditional Mortgaged Property, no Default or Event of Default shall exist;and (dh) the Borrower or the Wholly Owned Subsidiary which is the owner payment pursuant to Section 8.2 of the Potential Collateral shall have executed and delivered to expenses incurred by the Agent all Eligible Real Estate Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; (e) after giving effect to the inclusion of such Potential Collateral, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or Lender in connection with the matters subject to this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of Mortgaged Properties in the Borrowing Base, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents and except as previously disclosed in writing by the Borrower to Agent and approved by Agent in writing (which disclosures shall be deemed to amend the schedules and other disclosures delivered as contemplated in this Agreement (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing (including, without limitation, any Default under §9.1), and the Agent shall have received a certificate of the Borrower to such effect; and (f) the Lenders or Agent, as required above, shall have consented to the inclusion of such Real Estate as a Mortgaged Property, which consent may be granted in either the Lenders’ or Agent’s sole and absolute discretionSection 2.13.

Addition of Mortgaged Properties. Provided no Default or Event of Default exists(a) After the Closing Date, the Parent Borrower shall have the right, subject to the consent of all of the Agent and the Required Lenders until such as time as the Borrowing Base consists of three (3) Mortgaged Properties, and Agent at any time thereafter (which consent may be withheld in either the Lender’s or Agent’s their sole and absolute discretion), ) and the satisfaction by the Parent Borrower of the conditions set forth in this §5.3, to add Potential Collateral to the Collateral Collateral. Parent Borrower from time to time after the Closing Date may also request that certain Real Estate of one or more Subsidiary Borrowers (collectively, the “Subsidiary Borrower Collateral”) be included as part a Mortgaged Property for the purpose of increasing the Borrowing BaseBase Availability. In the event the Parent Borrower desires to add additional Potential Collateral to the Borrowing Base or Subsidiary Borrower Collateral as aforesaid, the Parent Borrower shall provide written notice to the Agent of such requestrequest (which the Agent shall promptly furnish to the Lenders), together with all documentation and other information required to permit the Agent to determine whether such Real Estate is Eligible Real Estate. No Thereafter, the Agent shall have ten (10) days from the date of the receipt of such documentation and other information to advise Parent Borrower whether the Required Lenders consent to the acceptance of such Subsidiary Borrower Collateral or Potential Collateral. If a Lender shall fail to respond to Agent within such ten (10) day period, such Lender shall be deemed to have approved such proposed Subsidiary Borrower Collateral or Potential Collateral. Notwithstanding the foregoing, no Subsidiary Borrower Collateral or Potential Collateral shall be included as Collateral in the Borrowing Base unless and until the following conditions precedent shall have been satisfied: (ai) such Subsidiary Borrower Collateral or Potential Collateral shall be Eligible Real Estate; (bii) if the owner of any Subsidiary Borrower Collateral (and any indirect owner of such Potential Collateral is owned by a Wholly Owned Subsidiary of Borrower, said Wholly Owned Subsidiary ) shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (ciii) prior to or contemporaneously with such addition, Borrower shall have submitted to Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Parent Borrower or the Wholly Owned Subsidiary which is the owner of the Subsidiary Borrower Collateral or Potential Collateral Collateral, as applicable, shall have executed and delivered to the Agent all Eligible Real Estate Qualification DocumentsDocuments (which may include an assignment of interests with respect to any direct or indirect interests in the owner of such Subsidiary Borrower Collateral), all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; (eiv) after giving effect to the inclusion of such Subsidiary Borrower Collateral or Potential Collateral, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors Borrowers or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the replacement or addition of Mortgaged Properties in the Borrowing BaseProperties, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents and except as previously disclosed in writing by the Borrower to Agent and approved by Agent in writing (which disclosures shall be deemed to amend the schedules and other disclosures delivered as contemplated in this Agreement time (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing (including, without limitation, any Default under §9.1)continuing, and the Agent shall have received a certificate of the Parent Borrower to such effect; and (fv) the Lenders or Agent, as required above, Agent shall have consented to, and Agent shall have received the prior written consent of the Required Lenders to, the inclusion of such Real Estate as a Mortgaged Property. Notwithstanding the foregoing, in the event such Subsidiary Borrower Collateral or Potential Collateral does not qualify as Eligible Real Estate, so long as the conditions set forth in clauses (ii), (iii) and (iv) of this §5.3 have been satisfied, such Subsidiary Borrower Collateral or Potential Collateral shall be included as Collateral so long as the Agent shall have received the prior written consent of each of the Lenders to the inclusion of such Real Estate as a Mortgaged Property. (b) Parent Borrower may, which consent may at its option, obtain preliminary approval of the Required Lenders of Subsidiary Borrower Collateral or Potential Collateral by delivering to the Agent and each of the Lenders the following with respect to such Subsidiary Borrower Collateral or Potential Collateral: (i) a physical description of the Real Estate; (ii) current rent rolls, historic operating statements and operating and capital budgets (if available to Parent Borrower), and projected operating and near-term capital expenditure budgets for such Real Estate reasonably satisfactory to the Required Lenders; (iii) a current environmental report, a current engineering report and similar information reasonably satisfactory to the Required Lenders; and (iv) a certification to the knowledge of Parent Borrower that such Real Estate will satisfy (or is anticipated to satisfy upon the acceptance of such Real Estate as Collateral) each of the other conditions to the acceptance of Real Estate as Collateral. The Required Lenders shall have ten (10) days following receipt of all of the foregoing items to grant or deny preliminary approval for such proposed Subsidiary Borrower Collateral or Potential Collateral. If a Lender shall fail to respond within such ten (10) day period, such Lender shall be deemed to have approved such proposed Subsidiary Borrower Collateral or Potential Collateral. Agent shall notify Parent Borrower if and when the Required Lenders have granted such preliminary approval. In the event that the Required Lenders grant such preliminary approval, Parent Borrower shall satisfy the remaining requirements to the acceptance of such Collateral as provided in either §5.3(a). Such Real Estate shall not be included in the Lenders’ or Agent’s sole and absolute discretioncalculation of the Borrowing Base Availability until the requirements of §5.3(a) are satisfied.

Addition of Mortgaged Properties. Provided no Default Borrower may, with the prior written approval of Lenders having or Event holding more than 66.67% of Default existsthe sum of the aggregate Commitments of all Lenders, which approval may be granted, withheld, conditioned or delayed in their sole discretion, add one or more Properties which are not Mortgaged Properties immediately prior to the time of such addition (each, an "Additional Mortgaged Property") as Mortgaged Properties; provided that, in any event: (i) as of such Addition Date, such Additional Mortgaged Property shall be owned by Borrower or, if approved by the Requisite Lenders (including the Agent), a Mortgaged Property Subsidiary; provided that such Mortgaged Property Subsidiary shall have executed a Mortgaged Property Subsidiary Guaranty or a counterpart of the Mortgaged Property Subsidiary Guaranty, as the case may be, and a counterpart of this Agreement, the Borrower Environmental Indemnity and the Security Agreement; (ii) each Additional Mortgaged Property shall have include the rightentire fee interest in a suburban office building, subject located in the United States of America and otherwise be of a type, quality and character consistent with Borrower's business plan and strategy; (iii) at least 30 days (or such shorter period as shall be acceptable to the consent of all of Agent) before the Lenders until such as time as the Borrowing Base consists of three (3) Mortgaged Propertiesproposed Addition Date, and Agent Borrower, at any time thereafter (which consent may be withheld in either the Lender’s or Agent’s sole and absolute discretion)its expense, and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Collateral to the Collateral as part of the Borrowing Base. In the event the Borrower desires to add additional Potential Collateral to the Borrowing Base as aforesaid, the Borrower shall provide written notice deliver to the Agent of the Property Information with respect to such request. No Potential Collateral Additional Mortgaged Property, which Property Information shall be included as Collateral satisfactory in form and substance to the Borrowing Base unless Requisite Lenders (including the Agent) in their sole discretion; (iv) if such Additional Mortgaged Property is the subject of an acquisition, all Investments and until Guaranties to be made by the Loan Parties and their respective Subsidiaries in connection with the proposed acquisition shall be permitted pursuant to Sections 6.3 and 6.4; (v) at least two (2) days before such Addition Date, Borrower, at its expense, shall deliver to the Agent the following conditions precedent shall have been satisfiedwith respect to the applicable Additional Mortgaged Property: (a) such Potential Collateral shall be Eligible Real Estate; (b) if such Potential Collateral is owned by an Officer's Certificate of Borrower setting forth a Wholly Owned Subsidiary schedule of Borrower, said Wholly Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (c) prior insurance with respect to or contemporaneously with such addition, Borrower shall have submitted to Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Borrower or the Wholly Owned Subsidiary which is the owner of the Potential Collateral shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; (e) after giving effect to the inclusion of such Potential Collateral, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered insurance policies required pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of Mortgaged Properties in the Borrowing Base, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents and except as previously disclosed in writing by the Borrower to Agent and approved by Agent in writing (which disclosures shall be deemed to amend the schedules and other disclosures delivered as contemplated in this Agreement (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing (including, without limitation, any Default under §9.1)Section 5.10, and the Agent shall have received a certificate be satisfied with the nature and scope of such insurance policies and each such insurance policy shall name the Agent, on behalf of the Borrower to such effect; andLenders, as loss payee, or as additional insured, as the case may be, (fb) the Lenders or Agent, as required above, shall have consented an Addition Certificate in reasonable detail satisfactory to the inclusion Agent, (c) supplements to the Schedules to this Agreement, the Environmental Indemnity and the Security Agreement reflecting the designation of such Real Estate as a Additional Mortgaged Property, which consent may Schedules shall be granted reasonably acceptable to the Agent, (d) each of the other documents and satisfy each of the other conditions set forth in either the Lenders’ or Agent’s sole and absolute discretionSections 3.1.1 (if applicable, with respect to a Mortgaged Property Subsidiary), 3.

Addition of Mortgaged Properties. Provided no Default Borrower may, with the prior written approval of the Supermajority Lenders, which approval may be granted, withheld, conditioned or Event delayed in their sole discretion, add one or more Properties which are not Mortgaged Properties immediately prior to the time of Default existssuch addition (each, an "ADDITIONAL MORTGAGED PROPERTY") as Mortgaged Properties; provided that, in any event: (i) as of such Addition Date, such Additional Mortgaged Property shall be owned by Borrower or, if approved by the Supermajority Lenders, a Mortgaged Property Subsidiary; provided that such Mortgaged Property Subsidiary shall have executed a Mortgaged Property Subsidiary Guaranty or a counterpart of the Mortgaged Property Subsidiary Guaranty, as the case may be, and a counterpart of this Agreement, the Borrower Environmental Indemnity and the Security Agreement; (ii) each Additional Mortgaged Property shall have include the rightentire fee interest in a suburban office building, subject located in the United States of America and otherwise be of a type, quality and character consistent with Borrower's business plan and strategy; (iii) at least 30 days (or such shorter period as shall be acceptable to the consent of all of Agent) before the Lenders until such as time as the Borrowing Base consists of three (3) Mortgaged Propertiesproposed Addition Date, and Agent Borrower, at any time thereafter (which consent may be withheld in either the Lender’s or Agent’s sole and absolute discretion)its expense, and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Collateral to the Collateral as part of the Borrowing Base. In the event the Borrower desires to add additional Potential Collateral to the Borrowing Base as aforesaid, the Borrower shall provide written notice deliver to the Agent of the Property Information with respect to such request. No Potential Collateral Additional Mortgaged Property, which Property Information shall be included as Collateral satisfactory in form and substance to the Borrowing Base unless Supermajority Lenders in their sole discretion; (iv) if such Additional Mortgaged Property is the subject of an acquisition, all Investments and until Guaranties to be made by the Loan Parties and their respective Subsidiaries in connection with the proposed acquisition shall be permitted pursuant to Sections 6.3 and 6.4; (v) at least two (2) days before such Addition Date, Borrower, at its expense, shall deliver to the Agent the following conditions precedent shall have been satisfiedwith respect to the applicable Additional Mortgaged Property: (a) such Potential Collateral an Officer's Certificate of Borrower setting forth a schedule of insurance with respect to each of the insurance policies required pursuant to Section 5.10, and the Agent shall be Eligible Real Estate;satisfied with the nature and scope of such insurance policies and each such insurance policy shall name the Agent, on behalf of the Lenders, as loss payee, or as additional insured, as the case may be, (b) if such Potential Collateral is owned by a Wholly Owned Subsidiary of Borrower, said Wholly Owned Subsidiary shall have executed a Joinder Agreement and satisfied an Addition Certificate in reasonable detail satisfactory to the conditions of §5.5;Agent, (c) prior supplements to or contemporaneously with the Schedules to this Agreement, the Environmental Indemnity and the Security Agreement reflecting the designation of such additionAdditional Mortgaged Property, Borrower which Schedules shall have submitted be reasonably acceptable to Agent a Compliance Certificate prepared using the financial statements Agent, (d) each of the Borrower most recently provided or required other documents and satisfy each of the other conditions set forth in Sections 3.1.1 (if applicable, with respect to a Mortgaged Property Subsidiary), 3.1.2 (if applicable, with respect to a Mortgaged Property 18 Subsidiary), 3.1.6, 3.1.7, 3.1.8, 3.1.9, 3.1.10, 3.1.11, 3.1.12 and 3.1.16 with respect to such Additional Mortgaged Property, (e) an Appraisal with respect to such Additional Mortgaged Property, which Appraisal shall be provided satisfactory in form and substance to the Agent, (f) executed or certified, conformed copies of any applicable Acquisition Agreement, and such other documents, certificates and opinions executed and delivered by or on behalf of COPT or any of its Subsidiaries as the Agent under §6.4 or §7.4 and any Lender may reasonably request, (g) a Borrowing Base Certificate, both prepared on a pro forma basis Certificate setting forth in reasonable detail the computation of the Borrowing Base as of the Addition Date and adjusted to give effect to such addition, and shall certify that after giving effect to such additionAdditional Mortgaged Property, no Default or Event of Default shall exist;and (dh) the Borrower or the Wholly Owned Subsidiary which is the owner payment pursuant to Section 8.2 of the Potential Collateral shall have executed and delivered to expenses incurred by the Agent all Eligible Real Estate Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; (e) after giving effect to the inclusion of such Potential Collateral, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or Lender in connection with the matters subject to this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of Mortgaged Properties in the Borrowing Base, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents and except as previously disclosed in writing by the Borrower to Agent and approved by Agent in writing (which disclosures shall be deemed to amend the schedules and other disclosures delivered as contemplated in this Agreement (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing (including, without limitation, any Default under §9.1), and the Agent shall have received a certificate of the Borrower to such effect; and (f) the Lenders or Agent, as required above, shall have consented to the inclusion of such Real Estate as a Mortgaged Property, which consent may be granted in either the Lenders’ or Agent’s sole and absolute discretionSection 2.13.

Addition of Mortgaged Properties. Provided no Default or Event of Default existsAfter the Closing Date, the Parent Borrower shall have the right, subject to the consent of all of the Agent and the Required Lenders until such as time as the Borrowing Base consists of three (3) Mortgaged Properties, and Agent at any time thereafter (which consent may shall not be withheld in either the Lender’s or Agent’s sole and absolute discretion), unreasonably withheld) and the satisfaction by the Parent Borrower of the conditions set forth in this §5.3, to add Potential Collateral to the Collateral Collateral. Parent Borrower from time to time after the Closing Date may also request that certain Real Estate of one or more Subsidiary Borrowers (collectively, the “Subsidiary Borrower Collateral”) be included as part a Mortgaged Property for the purpose of increasing the Borrowing BaseBase Availability. In the event the Parent Borrower desires to add additional Potential Collateral to the Borrowing Base or Subsidiary Borrower Collateral as aforesaid, the Parent Borrower shall provide written notice to the Agent of such requestrequest (which the Agent shall promptly furnish to the Lenders), together with all documentation and other information required to permit the Agent to determine whether such Real Estate is Eligible Real Estate. No Thereafter, the Agent shall have ten (10) Business Days from the date of the receipt of such documentation and other information to advise Parent Borrower whether the Required Lenders consent to the acceptance of such Subsidiary Borrower Collateral or Potential Collateral. If a Lender shall fail to respond to Agent within such ten (10) Business Day period, such Lender shall be deemed to have approved such proposed Subsidiary Borrower Collateral or Potential Collateral. Notwithstanding the foregoing, no Subsidiary Borrower Collateral or Potential Collateral shall be included as Collateral in the Borrowing Base unless and until the following conditions precedent shall have been satisfied: (a) such Potential Collateral shall be Eligible Real Estate; (b) if such Potential Collateral is owned by a Wholly Owned Subsidiary of Borrower, said Wholly Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (c) prior to or contemporaneously with such addition, Borrower shall have submitted to Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Borrower or the Wholly Owned Subsidiary which is the owner of the Potential Collateral shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; (e) after giving effect to the inclusion of such Potential Collateral, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of Mortgaged Properties in the Borrowing Base, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents and except as previously disclosed in writing by the Borrower to Agent and approved by Agent in writing (which disclosures shall be deemed to amend the schedules and other disclosures delivered as contemplated in this Agreement (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing (including, without limitation, any Default under §9.1), and the Agent shall have received a certificate of the Borrower to such effect; and (f) the Lenders or Agent, as required above, shall have consented to the inclusion of such Real Estate as a Mortgaged Property, which consent may be granted in either the Lenders’ or Agent’s sole and absolute discretion.