Pool Properties. As of the date of this Agreement, the Properties in the Pool are listed on the attachment to the Officer's Certificate being delivered pursuant to Section 3.2 and each such Property complies with the requirements of Section 5.15.
Pool Properties. Each of the Pool Properties included by the Borrower in calculation of the compliance of the covenants set forth in §9 satisfies all of the requirements contained in this Agreement for the same to be included therein.
Pool Properties. (a) Subject to clause (b) of this §7.26, the Eligible Real Estate included in the calculation of the Pool Availability and included as Pool Properties shall at all times satisfy all of the following conditions:
(i) the Eligible Real Estate shall be free and clear of all Liens other than the Liens permitted in §8.2(i)A and §8.2(iv) and such Eligible Real Estate shall not have applicable to it any restriction on the sale, pledge, transfer, mortgage or assignment of such property except those restrictions which are approved in writing by Agent (including any restrictions contained in any applicable organizational documents);
(ii) none of the Eligible Real Estate shall have any material title, survey, environmental, structural or other defects that would give rise to a materially adverse effect as to the value, use of, operation of or ability to sell or finance such property;
(iii) the only asset of the Subsidiary Guarantor shall be the Eligible Real Estate included in the calculation of the Pool Availability and inclusion as Pool Properties and related fixtures and personal property;
(iv) no Person other than the Borrower or a Subsidiary Guarantor has any direct or indirect ownership of any legal, equitable or beneficial interest in such Subsidiary Guarantor if such Pool Property is owned or leased under a Ground Lease by a Subsidiary Guarantor, and no direct or indirect ownership or other interests or rights in any such Subsidiary Guarantor shall be subject to any Lien;
(v) such Pool Property is self-managed by the Borrower, the Subsidiary Guarantor or is managed by the Property Manager pursuant to a Management Agreement; and
(vi) such Eligible Real Estate has not been removed from the calculation of the Pool Availability pursuant to §7.26(c), §7.26(d) or §7.26(e).
(b) Notwithstanding the foregoing, in the event any Real Estate does not qualify as Eligible Real Estate or satisfy the requirements of §7.26(a), then such Real Estate shall be included in the calculation of the Pool Availability so long as the Agent shall have received the prior written consent of Agent and the Required Lenders to the inclusion of such Real Estate in the calculation of the Pool Availability.
(c) In the event that all or any material portion of any Eligible Real Estate included in the calculation of the Pool Availability shall be materially damaged or taken by condemnation, then such property shall no longer be included in the calculation of the Pool Availability unless and until ...
Pool Properties. The Company shall have delivered to such Purchaser an Officer’s Certificate certifying the Properties in the Pool.
Pool Properties. The Credit Parties shall not, nor shall they permit any other Transaction Party or Subsidiary, directly or indirectly, to:
(a) use or occupy or conduct any activity on, or knowingly permit the use or occupancy of or the conduct of any activity on any Pool Properties by any tenant, in any manner which violates any Legal Requirement or which constitutes a public or private nuisance in any manner which would have a Material Adverse Effect or which makes void, voidable, or cancelable any insurance then in force with respect thereto or makes the maintenance of insurance in accordance with §7.7 commercially unreasonable (including by way of increased premium). Without limiting the foregoing, no Transaction Party shall, and shall not knowingly suffer or permit a tenant under any Lease to, violate any Legal Requirements in any material respect affecting a Pool Property, including the Controlled Substances Act, and upon learning of any conduct contrary to this Section, such Credit Party shall immediately take all actions reasonably expected under the circumstances to terminate any such use of the Pool Property, including: (i) to give timely notice to an appropriate law enforcement agency of information that led such Transaction Party to know such conduct had occurred, and (ii) in a timely fashion to revoke or make a good faith attempt to revoke permission for those engaging in such conduct to use the Pool Property or to take reasonable actions in consultation with a law enforcement agency to discourage or prevent the illegal use of the Pool Property;
(b) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, initiate or permit any zoning reclassification of any Pool Property or seek any variance under existing zoning ordinances applicable to any Pool Property or in any event use or knowingly permit the use of any Pool Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirements if such nonconforming use would reasonably be expected to have a Material Adverse Effect;
(c) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, (i) impose any material easement, restrictive c...
Pool Properties. As of the Execution Date, the Properties in the Pool are listed on the attachment to the Officer’s Certificate being delivered pursuant to Section 4.11 and each such Property complies with the requirements of Section 9.8. Section 5.20.
Pool Properties. Each of the Pool Properties included by the Borrower in calculation of the compliance of the covenants set forth in ARTICLE VI satisfies all of the requirements contained in this Agreement for the same to be included therein.
Pool Properties. At all times the Credit Parties shall use commercially reasonable efforts to cause each other Transaction Party or the applicable tenant, to:(a) pay 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 Pool Property, now or hereafter levied or assessed or imposed against any Pool Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted where the failure to pay any of the foregoing could reasonably be expected to have a Material Adverse Effect).
Pool Properties. Each of the Properties included in the Unencumbered Pool satisfies all of the criteria for inclusion in the Unencumbered Pool.
Pool Properties. At all times the Credit Parties shall use commercially reasonable efforts to cause each other Transaction Party or the applicable tenant, to:
(a) pay 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 Pool Property, now or hereafter levied or assessed or imposed against any Pool Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted 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 Pool Property (except those which are being contested in good faith by appropriate proceedings diligently conducted 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 Pool Property or any part thereof any other or additional Lien or security interest other than Liens permitted hereunder.
(c) operate the Pool Properties in a good and workmanlike manner and in all material respects in accordance with all Legal Requirements in accordance with such Borrower’s or Subsidiary’s prudent business judgment, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.
