Common use of Additional Unencumbered Properties Clause in Contracts

Additional Unencumbered Properties. If after the Effective Date the Borrower desires that any additional Property become an Unencumbered Property, the Borrower shall so notify the Administrative Agent in writing (a “Notice of Additional Unencumbered Property”). Except as otherwise provided in the immediately following subsection (c), no Property shall become an Unencumbered Property unless it is an Eligible Property, and unless and until the Borrower delivers to the Administrative Agent all of the following, in form and substance reasonably satisfactory to the Administrative Agent (unless waived in writing by the Requisite Lenders): (i) an executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan and physical condition of such Property; and (B) the purchase price paid or to be paid for such Property; (ii) 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, if such Property was owned by the Borrower or a Subsidiary for less than three years, 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 Borrower’s knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request; (iii) a pro forma operating statement or an operating budget for such Property with respect to the current fiscal year and, if available, the immediately following fiscal year; (iv) if such Property is located in a seismic zone rated 3 or higher, an all assets seismic portfolio report covering all applicable Properties prepared by a firm reasonably acceptable to the Administrative Agent; (v) if such Property is leased under a ground lease, a copy of such ground lease; (vi) a copy of the most current Xxxxx Travel Research STAR Report available for such Property; (vii) a Compliance Certificate showing pro forma compliance with the covenants set forth in Section 10.1. after giving effect to the addition of such Property as an Unencumbered Property; and (viii) such other information as the Administrative Agent may reasonably request in order to confirm that such Property is an Eligible Property. A Notice of Additional Unencumbered Property executed and delivered by the Borrower to the Administrative Agent shall constitute a certification by the Borrower to the Administrative Agent and the Lenders that such Property satisfies all of the requirements contained in the definition of Eligible Property unless such notice states otherwise (in which case the provisions of the immediately following subsection (c) shall apply). Within 5 Business Days after the Administrative Agent’s receipt of a Notice of Additional Unencumbered Property and the other reports and documents required under this subsection (b), the Administrative Agent will make such notice, reports and documents available to each of the Lenders. Within 10 Business Days after the Administrative Agent’s receipt of a Notice of Additional Unencumbered Property and the other reports and documents required under this subsection (b), the Administrative Agent shall notify the Borrower and the Lenders if the Administrative Agent has confirmed that such Property satisfies all of the requirements contained in the definition of Eligible Property.

Additional Unencumbered Properties. If (a) Upon the addition of any new Real Estate Asset as an Unencumbered Property after the Effective Date Date, within the Borrower desires that any additional Property become an Unencumbered Propertytime period required by Section 5.11(c) below, the Borrower Company shall so notify the Administrative Agent in writing (a “Notice of Additional Unencumbered Property”). Except as otherwise provided in the immediately following subsection (c), no Property shall become an Unencumbered Property unless it is an Eligible Property, and unless and until the Borrower delivers to the Administrative Agent all of the following, in form and substance reasonably satisfactory deliver to the Administrative Agent (unless waived in writing by the Requisite Lenders): (ia) a certificate of an executive summary Authorized Officer of the Property includingCompany certifying that such Real Estate Asset satisfies the eligibility criteria set forth in the definition of “Unencumbered Property”, at a minimum, the following information relating and certifying as to such Property: (A) a description of such Property, such description to include the age, location, site plan and physical condition of such Property; and (B) the purchase price paid or to be paid for such Property; (ii) 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, if such Property was owned by the Borrower or a Subsidiary for less than three years, 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 Borrower’s knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request; (iii) a pro forma operating statement or an operating budget for such Property with respect to the current fiscal year and, if available, the immediately following fiscal year; (iv) if such Property is located in a seismic zone rated 3 or higher, an all assets seismic portfolio report covering all applicable Properties prepared by a firm reasonably acceptable to the Administrative Agent; (v) if such Property is leased under a ground lease, a copy of such ground lease; (vi) a copy of the most current Xxxxx Travel Research STAR Report available for such Property; (vii) a Compliance Certificate showing pro forma compliance with the financial covenants set forth in Section 10.1. on a pro-forma basis after giving effect to the addition of such Property Real Estate Asset as an Unencumbered Property; and, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Unencumbered Asset Value, and (b) updated Schedule 3.05 of all Unencumbered Properties. From and after the date of delivery of such certificate and schedule and so long as such Real Estate Asset continues to satisfy the eligibility criteria set forth in the definition of “Unencumbered Property”, such Real Estate Asset shall be treated as a Unencumbered Property hereunder. (viiib) such other information as Upon the Administrative Agent may reasonably request inclusion of any new Mortgage Note in order to confirm that such Property is an Eligible Property. A Notice the computation of Additional Unencumbered Property executed and delivered Asset Value, within the time period required by Section 5.11(c) below, the Borrower Company shall deliver to the Administrative Agent an updated schedule of all Mortgage Notes included in the computation of Unencumbered Asset Value. (c) For each such Unencumbered Property or Mortgage Note created, acquired or added, the Company shall constitute a certification deliver the items described in and required by clauses (a) and (b) above concurrently with (or, at the Borrower to discretion of the Company, prior to) the first delivery of financial statements under such clauses (a) or (b) of Section 5.01 following creation, acquisition or addition. Thereafter, the Company will, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders that such Property satisfies all of the requirements contained in the definition of Eligible Property unless such notice states otherwise (in which case the provisions of the immediately following subsection (c) shall apply). Within 5 Business Days after the Administrative Agent’s receipt of a Notice of Additional Unencumbered Property and the other reports and documents required under this subsection (b), the Administrative Agent will make such notice, reports and documents available to each of the Lenders. Within 10 Business Days after the Administrative Agent’s receipt of a Notice of Additional Unencumbered Property and the other reports and documents required under this subsection (b), or the Administrative Agent shall notify reasonably request to carry out to their satisfaction the Borrower and the Lenders if the Administrative Agent has confirmed that such Property satisfies all of the requirements contained in the definition of Eligible PropertyTransactions.

Additional Unencumbered Properties. If Upon the addition of any new Real Estate Asset as an Unencumbered Property after the Effective Date Date, within the Borrower desires that any additional Property become an Unencumbered Propertytime period required by Section 5.11(c) below, the Borrower Company shall so notify the Administrative Agent in writing (a “Notice of Additional Unencumbered Property”). Except as otherwise provided in the immediately following subsection (c), no Property shall become an Unencumbered Property unless it is an Eligible Property, and unless and until the Borrower delivers to the Administrative Agent all of the following, in form and substance reasonably satisfactory deliver to the Administrative Agent (unless waived in writing by the Requisite Lenders): (ia) a certificate of an executive summary Authorized Officer of the Property includingCompany certifying that such Real Estate Asset satisfies the eligibility criteria set forth in the definition of “Unencumbered Property”, at a minimum, the following information relating and certifying as to such Property: (A) a description of such Property, such description to include the age, location, site plan and physical condition of such Property; and (B) the purchase price paid or to be paid for such Property; (ii) 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, if such Property was owned by the Borrower or a Subsidiary for less than three years, 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 Borrower’s knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request; (iii) a pro forma operating statement or an operating budget for such Property with respect to the current fiscal year and, if available, the immediately following fiscal year; (iv) if such Property is located in a seismic zone rated 3 or higher, an all assets seismic portfolio report covering all applicable Properties prepared by a firm reasonably acceptable to the Administrative Agent; (v) if such Property is leased under a ground lease, a copy of such ground lease; (vi) a copy of the most current Xxxxx Travel Research STAR Report available for such Property; (vii) a Compliance Certificate showing pro forma compliance with the financial covenants set forth in Section 10.1. on a pro-forma basis after giving effect to the addition of such Property Real Estate Asset as an Unencumbered Property; and, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Unencumbered Asset Value, and (b) updated Schedule 3.05 of all Unencumbered Properties. From and after the date of delivery of such certificate and schedule and so long as such Real Estate Asset continues to satisfy the eligibility criteria set forth in the definition of “Unencumbered Property”, such Real Estate Asset shall be treated as a Unencumbered Property hereunder. (viiia) such other information as Upon the Administrative Agent may reasonably request inclusion of any new Mortgage Note in order to confirm that such Property is an Eligible Property. A Notice the computation of Additional Unencumbered Property executed and delivered Asset Value, within the time period required by Section 5.11(c) below, the Borrower Company shall deliver to the Administrative Agent an updated schedule of all Mortgage Notes included in the computation of Unencumbered Asset Value. (b) For each such Unencumbered Property or Mortgage Note created, acquired or added, the Company shall constitute a certification deliver the items described in and required by clauses (a) and (b) above concurrently with (or, at the Borrower to discretion of the Company, prior to) the first delivery of financial statements under such clauses (a) or (b) of Section 5.01 following creation, acquisition or addition. Thereafter, the Company will, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders that such Property satisfies all of the requirements contained in the definition of Eligible Property unless such notice states otherwise (in which case the provisions of the immediately following subsection (c) shall apply). Within 5 Business Days after the Administrative Agent’s receipt of a Notice of Additional Unencumbered Property and the other reports and documents required under this subsection (b), the Administrative Agent will make such notice, reports and documents available to each of the Lenders. Within 10 Business Days after the Administrative Agent’s receipt of a Notice of Additional Unencumbered Property and the other reports and documents required under this subsection (b), or the Administrative Agent shall notify reasonably request to carry out to their satisfaction the Borrower and the Lenders if the Administrative Agent has confirmed that such Property satisfies all of the requirements contained in the definition of Eligible PropertyTransactions.