Additional Unencumbered Pool Properties. If the Borrower desires that an additional Eligible Property be included as an Unencumbered Pool Property after the Effective Date, the Borrower shall deliver to the Agent an Unencumbered Pool Certificate setting forth the information required to be contained therein and assuming that such Eligible Property is included as an Unencumbered Pool Property. The Borrower shall not submit an Unencumbered Pool Certificate under this Section more than once per calendar month or during any calendar month in which an Unencumbered Pool Certificate was delivered pursuant to Section 9.4.(d). Subject to the terms and conditions of this Agreement, upon the Agent’s receipt of such certificate, such Eligible Property shall be included as an Unencumbered Pool Property. If such Eligible Property is owned (or is being acquired) by a Subsidiary of the Borrower that is not yet a party to the Guaranty and such Subsidiary has incurred, acquired or suffered to exist any Indebtedness other than Nonrecourse Indebtedness, such Eligible Property shall not become an Unencumbered Pool Property unless and until an Accession Agreement executed by such Subsidiary, all other items required to be delivered under Section 8.13. and such other items as the Agent may reasonably request have all been executed and delivered to the Agent.
Additional Unencumbered Pool Properties. After the Agreement Date a Property shall be added to the Unencumbered Pool upon the satisfaction of each of the following conditions (as confirmed by Administrative Agent in writing):
(i) delivery to Administrative Agent of a current operating statement and rent roll for such Property audited or certified by Borrower to its knowledge as being true and correct in all material respects and historical operating statements (to the extent available), rent rolls (including ARGUS or similar information if available) and the purchase and sale agreement (if a new acquisition);
(ii) delivery to Administrative Agent of an operating budget for such Property for the current fiscal year;
(iii) receipt and review of a pro forma Compliance Certificate evidencing compliance on a pro-forma basis with the covenants set forth in Section 10.1(b) and Section 10.1(e);
(iv) delivery of such other information as may be reasonably requested by Administrative Agent in order to evaluate the potential Unencumbered Pool Property, including, but not limited to customary due diligence requests; and
(v) the owner of such Property shall have executed and delivered a Guaranty to the extent then required by and in compliance with Section 8.14. Upon receipt of the foregoing, Administrative Agent shall conduct due diligence, reasonably satisfactory to Administrative Agent, with respect to the proposed Property to confirm such Property qualifies as an Eligible Property.
Additional Unencumbered Pool Properties. After the Effective Date, an Eligible Property shall be included as an Unencumbered Pool Property upon delivery to the Agent of (i) an Unencumbered Pool Certificate pursuant to Section 9.4.(d). setting forth the information required to be contained therein and assuming that such Eligible Property is included as an Unencumbered Pool Property; and (ii) if such Eligible Property is owned (or is being acquired) by a Subsidiary of the Borrower that is not yet a party to the Guaranty, an Accession Agreement executed by such Subsidiary and all other items required to be delivered under Section 8.13. Subject to the terms and conditions of this Agreement, upon the Agent’s receipt of such certificates and such other information, such Eligible Property shall be included as an Unencumbered Pool Property.
Additional Unencumbered Pool Properties. After the Effective Date, an Eligible Property shall be included as Unencumbered Pool Property upon delivery to the Agent of an Unencumbered Pool Certificate pursuant to Section 9.4.(d). setting forth the information required to be contained therein and assuming that such Eligible Property is included as an Unencumbered Pool Property. Subject to the terms and conditions of this Agreement, upon the Agent’s receipt of such certificate, such Eligible Property shall be included as an Unencumbered Pool Property.
Additional Unencumbered Pool Properties. Borrower may elect to add an Eligible Unencumbered Pool Property as an Unencumbered Pool Property upon (i) receipt by Administrative Agent of a compliance certificate in the form of Exhibit A together with evidence of compliance with all covenants herein both before and after giving effect to such inclusion and a certificate evidencing that all insurance with respect to such additional Unencumbered Pool Property or as required under Section 5.16 is in full force and effect, (ii) the execution and delivery to the Administrative Agent of written confirmation that, as of the date such Project is included as an Unencumbered Pool Property, all of the representations and warranties contained in Section 5.21 hereof are true and correct in all material respects with respect to such Project as if it had been included in the Unencumbered Pool Properties as of the Agreement Effective Date, (iii) receipt by Administrative Agent of the Unencumbered Pool Property Due Diligence for distribution to the Lenders, and (iv) completion of documentation as reasonably required by Administrative Agent, including, without limitation, the execution and delivery to the Administrative Agent of a Joinder Agreement from the owner of such Unencumbered Pool Property with respect to the Subsidiary Guaranty (unless such Subsidiary has already executed or joined in the Subsidiary Guaranty). The Borrower hereby agrees to pay all direct, out-of-pocket costs 13171960\V-5 and expenses of Administrative Agent incurred in connection with the review and acceptance of such additional Unencumbered Pool Property.
Additional Unencumbered Pool Properties. Subject to the immediately following subsection (e), if after the Effective Date the Borrower desires that any additional Eligible Property be included in calculations of the Unencumbered Property Pool Value, the Borrower shall so notify the Agent in writing and provide the Agent with the following, in form and substance satisfactory to the Agent:
(i) An operating statement for such Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP for the previous three fiscal years, provided that, with respect to any period such Property was not owned by the Borrower or a Subsidiary, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the best of the Borrower’s knowledge. The Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Agent may reasonably request;
(ii) A current rent roll and a one-year occupancy history of such Property each certified by a representative of the Borrower to be true and correct, provided that, with respect to any period such Property was not owned by the Borrower or a Subsidiary, the occupancy history shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the best of the Borrower’s knowledge;
(iii) To the extent not provided under the immediately preceding clause (i), such projections and other information concerning the anticipated operation of such Property as the Agent may reasonably request;
(iv) Budgets with respect to any capital expenditures to be made with respect to such Property within the next twelve months; and
(v) Such other information the Agent may reasonably request in order to evaluate the Property which information is readily available to the Borrower or can be obtained by the Borrower without unreasonable expense. If, after receipt and review of all of the foregoing documents and information, the Agent has not determined that such Property is not an Eligible Property, the Agent will so notify the Borrower and each Lender within 5 Business Days after receipt of all of such documents and information.
Additional Unencumbered Pool Properties. After the Effective Date, if Borrower intends to designate an Eligible Property to be included as an Unencumbered Pool Property from time to time, it will notify the Administrative Agent of such intention, which notice will include, with respect to such Eligible Property, (i) an Unencumbered Pool Certificate setting forth the information required to be contained therein and assuming that such Eligible Property is included as an Unencumbered Pool Property, (ii) such other information as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request in connection with the evaluation of such Eligible Property. Subject to the terms and conditions of this Agreement, upon the Administrative Agent's receipt of such certificate and such other information, such Eligible Property shall be included as an Unencumbered Pool Property. Any Property that does not satisfy the requirements of an Eligible Property shall be included as an Unencumbered Pool Property only upon the written approval of the Requisite Lenders. If a Property that is to become an Unencumbered Pool Property is owned (or is being acquired) by a Subsidiary of the Borrower that is not yet a party to the Guaranty, such Property shall not become an Unencumbered Pool Property unless and until an Accession Agreement executed by such Subsidiary, and all other items required to be delivered under Section 8.14, have all been delivered to the Administrative Agent.
Additional Unencumbered Pool Properties. After the Effective Date a Property shall be added to the Unencumbered Pool upon the satisfaction of each of the following conditions (as confirmed by Administrative Agent in writing):
Additional Unencumbered Pool Properties. (i) After the Effective Date, if there are 10 or more Unencumbered Pool Properties, a Property that otherwise satisfies the requirements of the definition of the term “Eligible Property” shall be included as an Unencumbered Pool Property upon receipt by Administrative Agent of (i) an Unencumbered Asset Certificate pursuant to Section 9.4.(d). setting forth the information required to be contained therein and assuming that such Property is included as an Unencumbered Pool Property and (ii) the Required Property Diligence, which such Required Property Diligence must be reasonably satisfactory to the Administrative Agent in all respects.
(ii) After the Effective Date, if there are less than 10 Unencumbered Pool Properties, a Property shall only be included as an Unencumbered Pool Property at the sole discretion of the Requisite Lenders.
Additional Unencumbered Pool Properties. After the Effective Date, an Eligible Property shall be included as Unencumbered Pool Property upon delivery to the Agent of (i) an Unencumbered Pool Certificate pursuant to Section 9.4.(d). setting forth the information required to be contained therein and assuming that such Eligible Property is included as an Unencumbered Pool Property; (ii) if not previously delivered to the Agent, a certificate of qualification to transact business or other comparable certificate issued with respect to the Loan Party that owns such Property by the Secretary of State (and any state department of taxation, as applicable) of the state in which such Property is located; and (iii) such other information as the Agent may reasonably request in connection with the evaluation of such Eligible Property. Subject to the terms and conditions of this Agreement, upon the Agent's receipt of such certificates and such other information, such Eligible Property shall be included as an Unencumbered Pool Property.
