Collateral Pool Properties. 7.1.8.1. Borrower, as a whole, shall be in compliance with the Sublimits set forth in Section 2.6.1 at such times as expressly required in this Agreement; and
7.1.8.2. Each Property Borrower shall own at all times the entire equity interest in its respective Collateral Pool Property.
Collateral Pool Properties. Exhibits G and H hereto contain a complete and accurate list of Hotel Properties in the Secured Collateral Pool and in the Negative Collateral Pool as of the Closing Date, and as supplemented from time to time. With respect to each such Collateral Pool Property, the Borrower hereby represents and warrants as follows except to the extent disclosed in writing to the Lenders and approved by the Required Lenders (which approval shall not be unreasonably withheld):
(a) No portion of any improvement on each Collateral Pool Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, the Borrower has obtained and will maintain the insurance prescribed in Section 6.17 hereof.
(b) The Borrower, or the Lessee, has obtained all material certificates, licenses and other approvals, governmental and otherwise, necessary for the operation of each Collateral Pool Property and the conduct of its business and all required zoning, building code, land use, environmental and other similar permits or approvals which it is required to maintain, all of which are in full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modification.
(c) To the Borrower's knowledge, each Collateral Pool Property and the present use and occupancy thereof are in material compliance with all applicable zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, laws relating to the disabled including, but not limited to, the Americans with Disabilities Act to the extent applicable, and other similar laws ("Applicable Laws").
(d) Each Collateral Pool Property is served by all utilities required for the current or contemplated use thereof. All utility service is provided by public utilities and each Collateral Pool Property has accepted or is equipped to accept such utility service.
(e) All public roads and streets necessary for service of and access to each Collateral Pool Property for the current or contemplated use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public.
(f) Each Collateral Pool Property is served by public water and sewer systems or, if any Collateral P...
Collateral Pool Properties. Except as set forth in Schedule 3.19 or as set forth in the written engineer reports provided to Administrative Agent (and forwarded to the Lenders) on or before the date hereof or in connection with the inclusion of any applicable Collateral Pool Property, all of the Collateral Pool Properties, and all major building systems located thereon, are structurally sound, in reasonably good condition and working order and free from material defects (other than latent defects), subject to ordinary wear and tear, except for such portion of such Real Estate which is not occupied by any tenant and which may not be in final working order pending final build-out of such space and except where such defects DB3/ 204690278.10 have not had and would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Loan Parties on the date any Real Estate becomes a Collateral Pool Property each of the Collateral Pool Properties, and the use and operation thereof, is in compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Laws except in cases where such non-compliance would not have a Material Adverse Effect. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Collateral Pool Property are installed to the property lines of the Collateral Pool Property through dedicated public rights of way or through perpetual private easements with respect to which the applicable Mortgage creates a valid and enforceable first lien subject to Permitted Encumbrances and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure of any of the foregoing would not reasonably be expected to have a Material Adverse Effect. There are no unpaid or outstanding real estate or other taxes or assessments on or against any of the Collateral Pool Properties which are payable by the Parent, the Borrower or a Subsidiary Guarantor (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). ...
Collateral Pool Properties. 88 SECTION 3.20..... Mortgages.................................................................................... 89
Collateral Pool Properties. With respect to the Collateral Pool Properties which are part of the Collateral Pool on the Closing Date, the Borrower shall have delivered all documents and information required hereunder for inclusion of such Collateral Pool Property into the Collateral Pool and the Banks shall have approved the inclusion therein.
Collateral Pool Properties. As of the Agreement Date, Schedule 6.1(y) is a correct and complete list of all Collateral Pool Properties. Each of the Collateral Pool Properties included by the Borrower in calculations of the Collateral Pool Value satisfies all of the requirements contained in this Agreement for the same to be included therein.
Collateral Pool Properties. COVENANTS.........................................................................................
Collateral Pool Properties. Each Collateral Pool Property is fully constructed and has received all final certificates of occupancy.
Collateral Pool Properties. 44 7.1.9. Subsequent Periodic Appraisals and Valuations..................................... 45 7.1.10. Special ERISA Related Covenants................................................... 45 7.1.11. Indebtedness...................................................................... 46 7.1.12. Liens............................................................................. 46 7.1.13. Liquidations, Mergers, Consolidations, Acquisitions............................... 47 7.1.14. Dispositions of Assets or Affiliates.............................................. 47 7.1.15. Affiliate Transactions............................................................ 47 7.1.16. Continuation of or Change in Business............................................. 47 7.1.17. Changes in Organizational Documents............................................... 47 7.1.18. Properties Under Development...................................................... 47 7.1.19.
Collateral Pool Properties. Without limiting the further covenants contained in the Security Documents, at all times the Borrower shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to:
(a) Pay (or cause to be paid) when due all real estate and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Collateral Pool Property, now or hereafter levied or assessed or imposed against any Collateral Pool Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted and where the failure to pay any of the foregoing could reasonably be expected to have a Material Adverse Effect);
(b) promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any Collateral Pool Property (except those which are being contested in good faith by appropriate proceedings diligently conducted and where the failure to pay any of the foregoing could reasonably be expected to have a Material Adverse Effect), and in any event never permit to be created or exist in respect of any Collateral Pool Property or any part thereof any other or DB3/ 204481699.8 additional Lien or security interest other than Permitted Encumbrances and other Liens permitted hereunder; and
(c) operate the Collateral Pool Properties in a good and workmanlike manner and in all material respects in accordance with all applicable laws in accordance with the Borrower’s or such other Loan Party’s prudent business judgment, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.
