Additional Unencumbered Pool Properties Sample Clauses

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.
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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):
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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.
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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.
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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:
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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.
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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.
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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.
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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.
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Related to Additional Unencumbered Pool Properties

  • Unencumbered Properties Each Property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria.”

  • Unencumbered Assets As of the Agreement Date, Schedule 6.1(y) is a correct and complete list of all Unencumbered Assets. Each of the Unencumbered Assets included by the Borrower in calculations of the Unencumbered Asset Value satisfies all of the requirements contained in this Agreement for the same to be included therein.

  • Maintenance of Total Unencumbered Assets The Company and its Subsidiaries will maintain Total Unencumbered Assets of not less than 200% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis.

  • Borrowing Base Properties (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of Parent and Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to:

  • Unencumbered Leverage Ratio The Parent and the Borrower shall not permit the Unencumbered Leverage Ratio to exceed 60.0% at any time; provided, however, that (I) notwithstanding the foregoing if the Covenant Relief Period ends pursuant to clause (ii) of the definition thereof, during the Ratio Adjustment Period, the Unencumbered Leverage Ratio may exceed 60.0% but shall not exceed 65.0% at any time and (II) after the Ratio Adjustment Period, the Borrower shall have the option, exercisable two times, upon written notice from the Borrower to the Administrative Agent that the Borrower is exercising such option, to elect that the Unencumbered Leverage Ratio may exceed 60.0% for a period not to exceed two (2) full fiscal quarters, such period to commence on the date set forth in such notice (such period, the “Unencumbered Leverage Ratio Surge Period”), so long as (i) the Borrower has delivered a written notice to the Administrative Agent that the Borrower is exercising its option under this subsection (a), (ii) the Unencumbered Leverage Ratio does not exceed 65.0% at any time during the Unencumbered Leverage Ratio Surge Period, (iii) the Borrower completed a Material Acquisition which resulted in such ratio (after giving effect to such Material Acquisition) exceeding 60% at any time during the fiscal quarter in which such Material Acquisition took place, and (iv) an Unencumbered Leverage Surge Period was not in effect for the fiscal quarter immediately preceding the Borrower’s election. The Borrower shall have the option to exercise both an Unencumbered Leverage Ratio Surge Period and a Leverage Ratio Surge Period in the same notice.

  • Maximum Unencumbered Leverage Ratio As of the last day of any fiscal quarter, the Unencumbered Leverage Ratio to exceed sixty percent (60%); provided that, if any Material Acquisition shall occur and the Unencumbered Leverage Ratio shall have been less than sixty percent (60%) for at least one full fiscal quarter immediately preceding the proposed Unencumbered Leverage Ratio Covenant Holiday, then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 7.02(a), and provided that no Default or Event of Default shall have occurred and be continuing, the maximum Unencumbered Leverage Ratio covenant level shall be increased to sixty-five (65%) for the fiscal quarter in which such Material Acquisition is consummated and the three (3) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition is consummated (any such increase an “Unencumbered Leverage Ratio Covenant Holiday”); provided further that not more than two (2) Unencumbered Leverage Ratio Covenant Holidays may be elected by the Borrower during the term of this Agreement;

  • After Acquired Real Property Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

  • Additional Material Real Estate Assets (a) Subject to the provisions of Section 5.17(b), in the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. Borrower, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.

  • Additional Property Collateral shall also include the following property (collectively, the “Additional Property”) which Debtor becomes entitled to receive or shall receive in connection with any other Collateral: (a) any stock certificate, including without limitation, any certificate representing a stock dividend or any certificate in connection with any recapitalization, reclassification, merger, consolidation, conversion, sale of assets, combination of shares, stock split or spin-off; (b) any option, warrant, subscription or right, whether as an addition to or in substitution of any other Collateral; (c) any dividends or distributions of any kind whatsoever, whether distributable in cash, stock or other property; (d) any interest, premium or principal payments; and (e) any conversion or redemption proceeds; provided, however, that until the occurrence of an Event of Default (as hereinafter defined), Debtor shall be entitled to all cash dividends and all interest paid on the Collateral (except interest paid on any certificate of deposit pledged hereunder) free of the security interest created under this Agreement. All Additional Property received by Debtor shall be received in trust for the benefit of Secured Party. All Additional Property and all certificates or other written instruments or documents evidencing and/or representing the Additional Property that is received by Debtor, together with such instruments of transfer as Secured Party may request, shall immediately be delivered to or deposited with Secured Party and held by Secured Party as Collateral under the terms of this Agreement. If the Additional Property received by Debtor shall be shares of stock or other securities, such shares of stock or other securities shall be duly endorsed in blank or accompanied by proper instruments of transfer and assignment duly executed in blank with, if requested by Secured Party, signatures guaranteed by a bank or member firm of the New York Stock Exchange, all in form and substance satisfactory to Secured Party. Secured Party shall be deemed to have possession of any Collateral in transit to Secured Party or its agent.

  • Real Estate Assets In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received from Borrower and each applicable Guarantor:

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