Common use of Additional Properties Clause in Contracts

Additional Properties. (a) Additional Real Estate Assets owned by the Borrower or by a Guarantor Subsidiary may become Mortgaged Properties with the approval of the Lead Lenders provided that such Real Estate Assets satisfy the conditions set forth in Section 5.4. In the event that the Lead Lenders grant such approval and all of the conditions set forth in Section 5.4 are satisfied, the Agent shall notify the Borrower and within ten (10) days thereafter the Borrower and the Company shall execute and deliver an Indemnity Agreement and the Mortgagor shall execute and deliver to the Agent a Security Deed, an Assignment of Rents and Leases and UCC-1 Financing Statements, which Security Documents shall be in substantially the form of the Security Documents executed and delivered herewith with such changes as the Agent may deem desirable to address the laws of the State where the Additional Property is located or the factual circumstances of the Additional Property. Such Additional Properties shall be deemed to be Mortgaged Properties upon the recording and filing of such Security Documents and the Agent's receipt of satisfactory evidence thereof. (b) The Lead Lenders hereby approve the Real Estate Assets described on Schedule 5.3(b) which Borrower agrees to add as Mortgaged Properties hereunder on or before December 10, 1997. Upon satisfaction of the conditions set forth in Section 5.4, the Agent shall revise Schedule 1.1 to include such Additional Properties. (c) The Agent and the Lead Lenders shall use their best efforts to complete their review of the documents submitted with respect to each Additional Property and notify the Borrower as to whether the conditions in Section 5.4 are satisfied within ten (10) Business Days after receipt of the last of the items required pursuant to Section 5.4.

Additional Properties. (a) Additional A Real Estate Assets Asset owned by the Borrower or by a Guarantor Subsidiary may become an additional Mortgaged Properties with Property if (i) the approval of the Lead Lenders provided that Requisite Lenders, in their sole discretion, approve such Real Estate Assets satisfy as being eligible to become a Mortgaged Property and (ii) all of the conditions set forth in Section 5.4(S)5.4 are satisfied with respect to such Real Estate Asset. Borrower shall provide the Agent with a notice of each proposed Additional Property describing such property, its estimated value and its estimated net operating income together with a current rent roll and the most current operating statements available with respect thereto, which operating statements, to the extent available, shall cover a period of at least two years. If the Agent determines that additional information is needed to sufficiently describe such property, it may request a supplemental notice from the Borrower containing such additional information. When such notice is satisfactory to the Agent, it shall send a copy to each Lender and any Lender which fails to notify the Agent of its objection within five (5) Business Days after its receipt of such notice shall be deemed to have granted its approval of the eligibility of such Real Estate Asset to become an Additional Property. The fact that any Lender has approved or is deemed to have so approved the eligibility of a Real Estate Asset shall not prevent such Lender from withholding any consent, approval or waiver required or requested of such Lender in connection with the satisfaction or waiver of the conditions set forth in (S)5.4 with respect to such Real Estate Asset. In the event that the Lead Requisite Lenders grant such approval and all of the conditions set forth in Section 5.4 (S)5.4 are satisfied, the Agent shall notify the Borrower and within ten (10) days thereafter the Borrower and the Company shall execute and deliver an Indemnity Agreement and the Mortgagor shall execute and deliver to the Agent a Security Deed, an Assignment of Rents and Leases and UCC-1 Financing Statementsfinancing statements, which Security Documents shall be in substantially the form of the Security Documents executed and delivered herewith with such changes as the Agent may deem desirable to address the laws of the State where the Additional Property is located or the factual circumstances of the Additional Property. Such Additional Properties shall be deemed to be Mortgaged Properties upon the recording and filing of such Security Documents and the Agent's receipt of satisfactory evidence thereof. (b) The Lead Lenders hereby After the Continental Towers Property has been released as an Assigned Mortgaged Property pursuant to (S)5.5, another Real Estate Asset may become an Assigned Mortgaged Property if (i) all Lenders, in their sole discretion, approve such Real Estate Asset as being eligible to become an Assigned Mortgaged Property, (ii) the Requisite Lenders, in their sole discretion, approve the terms and conditions of the proposed Assigned Note and related documents and (iii) all conditions set forth in (S)5.4 are satisfied with respect to such Real Estate Assets described on Schedule 5.3(b) which Borrower agrees to add as Mortgaged Properties hereunder on or before December 10Asset. If the Requisite Lenders grant such approvals, 1997. Upon then upon satisfaction of the conditions set forth in Section 5.4(S)5.4 and execution and delivery of the Assigned Note Assignment, the original of the Assigned Note endorsed to the Agent and all other documents required by the Agent in connection therewith, the Agent shall revise Schedule 1.1 to include such Additional PropertiesProperty as an Assigned Mortgaged Property. At any time there shall be no more than one Assigned Mortgaged Property hereunder. (c) The Agent and the Lead Lenders shall use their best efforts to complete their review of the documents submitted with respect to each Additional Property and notify the Borrower as to whether the conditions in Section 5.4 are satisfied within ten (10) Business Days after receipt of the last of the items required pursuant to Section 5.4(S)5.4. With respect to the items which require approval of the Requisite Lenders (Appraisal, Environmental Report and Inspecting Engineers' Report) each Lender shall notify the Agent of its approval or disapproval within such ten (10) Business Day period. (S)5.4. Conditions to Approval of Additional Properties. Prior to acceptance of any Real Estate Asset to become an Additional Property pursuant to (S)5.3, such property must satisfy the following conditions, which may be modified or waived only by the written agreement of the Requisite Lenders: (a) If the Additional Property is not owned by the Borrower or an existing Guarantor Subsidiary, but is owned by a Related Company which is at least 99% owned by Borrower, such Related Company must become a Guarantor Subsidiary by delivery to the Agent of the following, all in form and substance satisfactory to the Agent: (i) a Guaranty in substantially the form of the Guaranty executed and delivered by the Guarantor Subsidiaries prior to the Effective Date and (ii) good standing certificates, general partner certificates, secretary certificates, opinions of counsel and such other documents as may be reasonably requested by the Agent. (b) An Appraisal of the Additional Property ordered by the Agent and paid for by the Borrower shall have been approved by the Requisite Lenders. (c) The Agent shall have received all of the items relating to the Additional Property described in (S)10.8, (S)10.9, (S)10.10, (S)10.12, (S)10.13, (S)10.16 and (S)10.18 and such items shall have been approved by the Agent or the Requisite Lenders as required by such Sections. (d) The Agent shall have received a Certificate executed on behalf of the Borrower and, if applicable, the Guarantor Subsidiary which is the owner of the Additional Property, containing the representations and warranties with respect to the Additional Property as are set forth in (S)6, to which there shall be attached a current rent roll for the Additional Property which shall be deemed to supplement and become a part of Schedule 6.22(l) hereto. (e) The Borrower shall have requested estoppel certificates in form reasonably satisfactory to the Agent from the tenants under all Leases of the Additional Property, shall have used its best efforts to obtain all such estoppel certificates and shall have received such estoppel certificates as the Lead Lenders may, in their discretion, require, and all estoppel certificates received shall be satisfactory to the Lead Lenders. (f) The Agent shall have received updated certificates and other items relating to the Borrower, the Company and the applicable Guarantor Subsidiary as described in (S)10.2, (S)10.3 and (S)10.4 and a favorable opinion addressed to the Lenders and the Agent, in form and substance satisfactory to the Lenders and the Agent as to the matters described on Exhibit E relating to the Loan Documents executed by Borrower and/or the Mortgagor with respect to the Additional Property and relating to the laws of the state where the Additional Property is located.

Additional Properties. (a) Additional A Real Estate Assets Asset owned by the Borrower or by a Guarantor Subsidiary may become an additional Mortgaged Properties with Property if (i) the approval of the Lead Lenders provided that Requisite Lenders, in their sole discretion, approve such Real Estate Assets satisfy as being eligible to become a Mortgaged Property and (ii) all of the conditions set forth in Section 5.45.4 are satisfied with respect to such Real Estate Asset. Borrower shall provide the Agent with a notice of each proposed Additional Property describing such property, its estimated value and its estimated net operating income together with a current rent roll and the most current operating statements available with respect thereto. If the Agent determines that additional information is needed to sufficiently describe such property, it may request a supplemental notice from the Borrower containing such additional information. When such notice is satisfactory to the Agent, it shall send a copy to each Lender and any Lender which fails to notify the Agent of its objection within five (5) Business Days after its receipt of such notice shall be deemed to have granted its approval of the eligibility of such Real Estate Asset to become an Additional Property. In the event that the Lead Requisite Lenders grant such approval and all of the conditions set forth in Section 5.4 are satisfied, the Agent shall notify the Borrower and within ten (10) days thereafter the Borrower and the Company shall execute and deliver an Indemnity Agreement and the Mortgagor shall execute and deliver to the Agent a Security Deed, an Assignment of Rents and Leases and UCC-1 Financing Statementsfinancing statements, which Security Documents shall be in substantially the form of the Security Documents executed and delivered herewith with such changes as the Agent may deem desirable to address the laws of the State where the Additional Property is located or the factual circumstances of the Additional Property. Such Additional Properties shall be deemed to be Mortgaged Properties upon the recording and filing of such Security Documents and the Agent's receipt of satisfactory evidence thereof. (b) The Lead Lenders hereby After the Continental Towers Property has been released as an Assigned Mortgaged Property pursuant to Section 5.5, another Real Estate Asset may become an Assigned Mortgaged Property if (i) the Requisite Lenders, in their sole discretion, approve such Real Estate Asset as being eligible to become an Assigned Mortgaged Property, (ii) the Requisite Lenders, in their sole discretion, approve the terms and conditions of the proposed Assigned Note and related documents and (iii) all conditions set forth in Section 5.4 are satisfied with respect to such Real Estate Assets described on Schedule 5.3(b) which Borrower agrees to add as Mortgaged Properties hereunder on or before December 10Asset. If the Requisite Lenders grant such approvals, 1997. Upon then upon satisfaction of the conditions set forth in Section 5.45.4 and execution and delivery of the Assigned Note Assignment, the original of the Assigned Note endorsed to the Agent and all other documents required by the Agent in connection therewith, the Agent shall revise Schedule 1.1 to include such Additional PropertiesProperty as an Assigned Mortgaged Property. At any time there shall be no more than one Assigned Mortgaged Property hereunder. (c) The Agent and the Lead Lenders shall use their best efforts to complete their review of the documents submitted with respect to each Additional Property and notify the Borrower as to whether the conditions in Section 5.4 are satisfied within with ten (10) Business Days after receipt of the last of the items required pursuant to Section 5.4. 4. Amendment to Section 5.5. Section 5.5 is hereby amended and restated to read as follows:

Additional Properties. (a) Additional A Real Estate Assets Asset owned by the Borrower or by a Guarantor Subsidiary may become an additional Mortgaged Properties with Property if (i) the approval of the Lead Lenders provided that Requisite Lenders, in their sole discretion, approve such Real Estate Assets satisfy as being eligible to become a Mortgaged Property and (ii) all of the conditions set forth in Section 5.45.4 are satisfied with respect to such Real Estate Asset. Borrower shall provide the Agent with a notice of each proposed Additional Property describing such property, its estimated value and its estimated net operating income together with a current rent roll and the most current operating statements available with respect thereto. If the Agent determines that additional information is needed to sufficiently describe such property, it may request a supplemental notice from the Borrower containing such additional information. When such notice is satisfactory to the Agent, it shall send a copy to each Lender and any Lender which fails to notify the Agent of its objection within five (5) Business Days after its receipt of such notice shall be deemed to have granted its approval of the eligibility of such Real Estate Asset to become an Additional Property. In the event that the Lead Requisite Lenders grant such approval and all of the conditions set forth in Section 5.4 are satisfied, the Agent shall notify the Borrower and within ten (10) days thereafter the Borrower and the Company shall execute and deliver an Indemnity Agreement and the Mortgagor shall execute and deliver to the Agent a Security Deed, an Assignment of Rents and Leases and UCC-1 Financing Statementsfinancing statements, which Security Documents shall be in substantially the form of the Security Documents executed and delivered herewith with such changes as the Agent may deem desirable to address the laws of the State where the Additional Property is located or the factual circumstances of the Additional Property. Such Additional Properties shall be deemed to be Mortgaged Properties upon the recording and filing of such Security Documents and the Agent's receipt of satisfactory evidence thereof. (b) The Lead Lenders hereby After the Continental Towers Property has been released as an Assigned Mortgaged Property pursuant to Section 5.5, another Real Estate Asset may become an Assigned Mortgaged Property if (i) the Requisite Lenders, in their sole discretion, approve such Real Estate Asset as being eligible to become an Assigned Mortgaged Property, (ii) the Requisite Lenders, in their sole discretion, approve the terms and conditions of the proposed Assigned Note and related documents and (iii) all conditions set forth in Section 5.4 are satisfied with respect to such Real Estate Assets described on Schedule 5.3(b) which Borrower agrees to add as Mortgaged Properties hereunder on or before December 10Asset. If the Requisite Lenders grant such approvals, 1997. Upon then upon satisfaction of the conditions set forth in Section 5.45.4 and execution and delivery of the Assigned Note Assignment, the original of the Assigned Note endorsed to the Agent and all other documents required by the Agent in connection therewith, the Agent shall revise Schedule 1.1 to include such Additional PropertiesProperty as an Assigned Mortgaged Property. At any time there shall be no more than one Assigned Mortgaged Property hereunder. (c) The Agent and the Lead Lenders shall use their best efforts to complete their review of the documents submitted with respect to each Additional Property and notify the Borrower as to whether the conditions in Section 5.4 are satisfied within with ten (10) Business Days after receipt of the last of the items required pursuant to Section 5.4.