Common use of Addition of Pool Properties Clause in Contracts

Addition of Pool Properties. Provided no Default or Event of Default exists, the Borrower shall have the right, subject to the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Pool Properties as part of the Pool Availability. In the event the Borrower desires to add include Potential Pool Properties in the calculations of the Pool Availability as aforesaid, the Borrower shall provide written notice to the Agent of such request. No Potential Pool Properties shall be included in the calculation of the Pool Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (or as required by this Agreement, Agent and the Required Lenders): (a) such Potential Pool Property shall be Eligible Real Estate and satisfy the requirements contained in §7.26; (b) the Wholly Owned Subsidiary owning such Pool Property 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 Pool Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition of such Potential Pool Property, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Wholly Owned Subsidiary which is the owner of the Potential Pool Property shall have executed and delivered to the Agent all applicable 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 Pool Property, 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 Pool Properties in the calculation of the Pool Availability, 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, §9.8, §9.9, §9.10, §9.11 or §9.12), and the Agent shall have received a certificate of the Borrower to such effect; and (f) the Agent shall have consented to the inclusion of such Real Estate as a Pool Property, which consent in each case may be granted in the Agent’s sole and absolute discretion.

Addition of Pool Properties. Provided no Default or Event of Default exists(a) After the Closing Date, the Borrower shall have the right, subject to the consent of the Agent or the Majority Lenders (as provided in clause (g) of the definition of Eligible Real Estate) or the Required Lenders (as provided in the last sentence of this §5.1), and the satisfaction by the Borrower of the conditions set forth in this §5.35.1, to add any Potential Pool Properties as part of Property to the Pool AvailabilityPool. In the event the Borrower desires to add include additional Potential Pool Properties in the calculations of the Pool Availability Property as aforesaid, the 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 reasonably required to permit the Agent to determine whether such Real Estate is Eligible Real Estate. Thereafter, the Agent shall use its best efforts within (10) Business Days from the date of the receipt of such documentation and other information to advise Borrower whether the necessary Agent, Majority Lender or Required Lender (as applicable) consent to the acceptance of such Potential Pool Property has been received. No Potential Pool Properties Property shall be included in the calculation of the Pool Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (or as required by this Agreement, Agent and the Required Lenders):satisfied: (ai) such the Potential Pool Property shall be Eligible Real Estate and satisfy the requirements contained in §7.26Estate; (bii) subject to §5.4, the Wholly Owned Subsidiary owning such owner of the Potential Pool Property shall have executed a Joinder Agreement and satisfied the conditions of §5.55.3; (ciii) prior to Borrower 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 Pool Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition of such Potential Pool Property, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Wholly Owned Subsidiary which is the owner of the Potential Pool Property shall have executed and delivered to the Agent all applicable Eligible Real Estate Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the AgentAgent and the Lenders together with an executed Borrowing Base Availability Certificate in the form of Exhibit F; (eiv) after giving effect to the inclusion of such Potential Pool PropertyProperty in connection with each requested Advance, 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 (or any replacement) of Pool Properties in the calculation of the Pool AvailabilityProperties, 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, §9.8, §9.9, §9.10, §9.11 or §9.12)continuing, and the Agent shall have received a certificate of the Borrower to such effect; and (v) the Borrower shall have delivered to the Agent a certification that, to Borrower’s knowledge (A) the Potential Pool Property is free of any material environmental, structural, architectural, mechanical or title defects and otherwise meets all the requirements of a Pool Property, (B) the Potential Property is insured in a manner that complies with §7.7 below, and (C) the owner of such Potential Pool Property has no Indebtedness or liabilities other than trade payables incurred in the ordinary course of business. Notwithstanding the foregoing, in the event such Pool Property or Potential Pool Property does not qualify as Eligible Real Estate (other than clause (f) of the definition of Eligible Real Estate which must be satisfied for all Pool Properties), so long as the conditions set forth in clauses (ii) and (iv) of this §5.1 have been satisfied, such Potential Pool Property shall be included in the Pool and constitute Eligible Real Estate so long as the Agent shall have consented received the prior written consent of Required Lenders in their sole discretion to the inclusion of such Real Estate as a Pool Property, which consent in each case may be granted in the Agent’s sole and absolute discretion.

Addition of Pool Properties. Provided no Default or Event of Default exists, the Borrower shall have the right, subject to the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Pool Properties as part of the Pool Availability. In the event the Borrower desires to add include Potential Pool Properties in the calculations of the Pool Availability as aforesaid, the Borrower shall provide written notice to the Agent of such request. No Potential Pool Properties shall be included in the calculation of the Pool Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (or as required by this Agreement, Agent and the Required Lenders): (a) such Potential Pool Property shall be Eligible Real Estate and satisfy the requirements contained in §7.26; (b) the Wholly Owned Subsidiary owning such Pool Property 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 Pool Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition of such Potential Pool Property, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Wholly Owned Subsidiary which is the owner of the Potential Pool Property shall have executed and delivered to the Agent all applicable 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 Pool Property, 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 Pool Properties in the calculation of the Pool Availability, 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, §9.8, §9.9, §9.10, §9.11 or §9.12), and the Agent shall have received a certificate of the Borrower to such effect; and (f) prior to the Release of Security Date, the Agent and the Required Lenders, as required above, shall have consented to the inclusion of such Real Estate as a Borrowing Base Asset and from and after the occurrence of the Release of Security Date, the Agent shall have consented to the inclusion of such Real Estate as a Pool PropertyBorrowing Base Asset, which consent in each case may be granted in the Agent’s and the Lenders’, as applicable, sole and absolute discretion.

Addition of Pool Properties. Provided no Default or Event of Default exists, the Borrower shall have the right, subject to the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Pool Properties as part of the Pool Availability. In the event the Borrower desires to add include Potential Pool Properties in the calculations of the Pool Availability as aforesaid, the Borrower shall provide written notice to the Agent of such request. No Potential Pool Properties shall be included in the calculation of the Pool Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (or as required by this Agreement, Agent and the Required Lenders): (a) such Potential Pool Property shall be Eligible Real Estate and satisfy the requirements contained in §7.267.26(a); (b) the Wholly Owned Subsidiary owning such Pool Property 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 Pool Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition of such Potential Pool Property, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Wholly Owned Subsidiary which is the owner of the Potential Pool Property shall have executed and delivered to the Agent all applicable 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 Pool Property, 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 Pool Properties in the calculation of the Pool Availability, 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) 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, §9.8, §9.9, §9.10, §9.11 or §9.12), and the Agent shall have received a certificate of the Borrower to such effect; and (f) prior to the Release of Security Date, the Agent and the Required Lenders shall have consented to the inclusion of such Real Estate as a Pool Property, which consent in each case may be granted in the Required Lenders’ or Agent’s sole and absolute discretion.

Addition of Pool Properties. Provided no Default or Event of Default exists, the Borrower shall have the right, subject to the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Pool Properties as part of the Pool Availability. In the event the Borrower desires to add include Potential Pool Properties in the calculations of the Pool Availability as aforesaid, the Borrower shall provide written notice to the Agent of such request. No Potential Pool Properties shall be included in the calculation of the Pool Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (or as required by this Agreement, Agent and the Required Lenders): (a) such Potential Pool Property shall be Eligible Real Estate and satisfy the requirements contained in §7.26; (b) the Wholly Owned Subsidiary owning such Pool Property 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 BorrowerREIT most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Pool Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition of such Potential Pool Property, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Wholly Owned Subsidiary which is the owner of the Potential Pool Property shall have executed and delivered to the Agent all applicable 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 Pool Property, 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 Pool Properties in the calculation of the Pool Availability, 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, §9.8, §9.9, §9.10, §9.11 or §9.12), and the Agent shall have received a certificate of the Borrower to such effect; and (f) prior to the Release of Security Date, the Agent and the Required Lenders, as required above, shall have consented to the inclusion of such Real Estate as a Borrowing Base Asset and from and after the occurrence of the Release of Security Date, the Agent shall have consented to the inclusion of such Real Estate as a Pool PropertyBorrowing Base Asset, which consent in each case may be granted in the Agent’s and the Lenders’, as applicable, sole and absolute discretion.

Addition of Pool Properties. Provided no Default or Event of Default exists, the Borrower shall have the right, subject to the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Pool Properties as part of the Pool Availability. In the event the Borrower desires to add include Potential Pool Properties in the calculations of the Pool Availability as aforesaid, the Borrower shall provide written notice to the Agent of such request. No Potential Pool Properties shall be included in the calculation of the Pool Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (or as required by this Agreement, Agent and the Required Lenders): (a) such Potential Pool Property shall be Eligible Real Estate and satisfy the requirements contained in §7.26; (b) the Wholly Owned Subsidiary owning such Pool Property 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 Pool Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition of such Potential Pool Property, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (d) the Wholly Owned Subsidiary which is the owner of the Potential Pool Property shall have executed and delivered to the Agent all applicable 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 Pool Property, 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 Pool Properties in the calculation of the Pool Availability, 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) 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, §9.8, §9.9, §9.10, §9.11 or §9.12), and the Agent shall have received a certificate of the Borrower to such effect; and (f) prior to the Release of Security Date, the Agent and the Required Lenders shall have consented to the inclusion of such Real Estate as a Pool Property, which consent in each case may be granted in the Required Lenders’ or Agent’s sole and absolute discretion.