Common use of Pool Properties Generally Clause in Contracts

Pool Properties Generally. Each Real Property proposed by the Borrower as Collateral shall meet the requirements of a Pool Property and shall meet the following requirements (to the extent not duplicative of the requirements in the definition of “Pool Property”): (i) the Administrative Agent shall have received an Appraisal with respect to the Real Property ordered by the Administrative Agent, which Appraisal shall be updated by the Borrower at the Borrower’s expense once during every twelve (12) month period; Administrative Agent shall have the right, but not the obligation, in its sole discretion, to order updated Appraisals of the Pool Properties at the Borrower’s expense at any time after the occurrence and during the continuance of an Event of Default. (ii) a final certificate of occupancy, or the local equivalent has been issued by the appropriate Governmental Authority for all of the improvements on the Real Property; (iii) no material deferred maintenance and no material capital improvements (greater than $750,000) are required or if required, adequate reserves, pledged to the Administrative Agent, are made therefor to continue operating as a self-storage property (or such other use as the Majority Lenders may approve), as determined by an architectural or engineering report approved by the Administrative Agent; (iv) (1) prior to the occurrence of a Security Interest Termination Event, the Administrative Agent must have received Phase I environmental reports, together with an acceptable reliance letter if required by Administrative Agent, from third-party independent consultants for each Pool Property in, or to be added to, the Pool that do not disclose any adverse material environmental conditions and specifying any further investigation or remedial work required to be undertaken, along with property condition reports and property zoning reports (with acceptable reliance letters) acceptable to the Administrative Agent, (2) the owner of the subject property must be able to make the representations and warranties in Sections 3.05 and 3.07 as to each Pool Property in, or to be added to, the Pool, (3) the owner of the subject Pool Property must have provided a Financing Statement, probable maximum loss study (if applicable and only prior to the Security Interest Termination Event) with a reliance letter if required by Agent, a rent roll, and all other documents required for Collateral as the Administrative Agent may require, prior to the Security Interest Termination Event, proof of casualty and liability insurance complying with this Agreement (together with an acceptable reliance letter(s)) if required by Agent, central and local Uniform Commercial Code searches, purchase agreement, and a Compliance Certificate) and in form and substance satisfactory to the Administrative Agent, (4) the Pool Property owner must have joined in, and assumed all obligations of a “Borrower” or a “Subsidiary Guarantor” under, this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent; (5) prior to the occurrence of a Security Interest Termination Event, such owner must execute and deliver such other collateral documents with respect to the Real Property in connection with such joinder as reasonably required by and in form and substance reasonably satisfactory to Administrative Agent (including without limitation a Pledge Agreement), and (6) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, opinions of counsel and other documents as reasonably required by the Administrative Agent in connection with such joinder provided the same are consistent with the terms of this Agreement; (v) The Borrower shall have delivered to the Administrative Agent a Compliance Certificate evidencing compliance with Section 5.02 and this Section 5.12 after giving effect to such addition; (vi) Such new Borrower or Subsidiary Guarantor shall have delivered to Administrative Agent all information that any Lender reasonably requires in order to comply with such Lender’s “know your customer” requirements and similar laws and regulations. As of the Effective Date the Pool Property assets included in the Pool are listed on Schedule 5.12 attached hereto.

Pool Properties Generally. Each of the Parent and the Company will cause each Real Property proposed by the Borrower as Collateral shall Company to be a Pool Property to meet the requirements of a Pool Property and shall meet the following requirements (to the extent not duplicative of the requirements in the definition of “Pool Property”): (i) the Administrative Agent holders of Notes shall have received an Appraisal with respect to the Real Property ordered by the Administrative Agent, which Appraisal shall be updated by the Borrower Company at the BorrowerCompany’s expense once during every twelve (12) month period; Administrative Agent shall have the right, but not the obligation, in its sole discretion, to order updated Appraisals of the Pool Properties at the BorrowerCompany’s expense at any time after the occurrence and during the continuance of an Event of Default.; (ii) a final certificate of occupancy, occupancy or the local equivalent has been issued by the appropriate Governmental Authority for all of the improvements on the Real Property; (iii) no material deferred maintenance and no material capital improvements (greater than $750,000) are required or or, if required, adequate reserves, pledged to the Administrative Collateral Agent, are made therefor to continue operating as a self-storage property (or such other use as the Majority Lenders Required Holders may approve), as determined by an architectural or engineering report approved by the Administrative Agent; (iv) (1) prior to the occurrence of a Security Interest Termination Event, the Administrative Agent holders of Notes must have received Phase I environmental reports, together with an acceptable reliance letter if required by Administrative Agent, from third-party independent consultants for each Pool Property in, or to be added to, the Pool that do not disclose any adverse material environmental conditions and specifying any further investigation or remedial work required to be undertaken, along with property condition reports and property zoning reports (with acceptable reliance letters) acceptable to the Administrative Agent, (2) the owner of the subject property must be able to make the representations and warranties in Sections 3.05 5.10 and 3.07 5.8 as to each Pool Property in, or to be added to, the Pool, (3) the owner of the subject Pool Property must have provided a Financing Statement, probable maximum loss study (if applicable and only prior to the Security Interest Termination Event) with a reliance letter if required by Administrative Agent, a rent roll, and all other documents required for Collateral as the Administrative Agent may require, prior to the Security Interest Termination Event, proof of casualty and liability insurance complying with this Agreement (together with an acceptable reliance letter(s)) if required by the Administrative Agent, central and local Uniform Commercial Code searches, purchase agreement, and a Compliance Certificate) , and in form and substance satisfactory to the Administrative Agent, (4) the Pool Property owner must have joined in, and assumed all obligations of a “Borrowerthe Company” or a “Subsidiary Guarantor” under, under this Agreement and the other Loan Note Documents, all in form consistent with the Subsidiary Guaranty and substance reasonably satisfactory the Supplement attached as Exhibit A to the Administrative Agent; Subsidiary Guaranty, which is attached hereto as Schedule 1.3B, (5) prior to the occurrence of a Security Interest Termination Event, such owner must execute and deliver such other collateral documents with respect to the Real Property in connection with such joinder as reasonably required by and in form and substance reasonably satisfactory to Administrative Collateral Agent (including including, without limitation limitation, a Pledge Agreement), and (6) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, opinions of counsel and other documents as reasonably required by the Administrative Agent holders of the Notes in connection with such joinder provided the same are consistent with the terms of this Agreement; (v) The Borrower the Company shall have delivered to the Administrative Agent holders of Notes a Compliance Certificate evidencing compliance with Section 5.02 9.8 and this Section 5.12 9.9 after giving effect to such addition;; and (vi) Such such new Borrower the Company or Subsidiary Guarantor shall have delivered to Administrative Agent the holders of Notes all information that any Lender holder of a Note reasonably requires in order to comply with such Lenderholder of a Note’s “know your customer” requirements and similar laws and regulations. As of the Effective Date date of the First Closing, the Pool Property assets included in the Pool are listed on Schedule 5.12 9.9 attached hereto.

Pool Properties Generally. Each of the Parent and the Company will cause each Real Property proposed by the Borrower as Collateral shall Company to be a Pool Property to meet the requirements of a Pool Property and shall meet the following requirements (to the extent not duplicative of the requirements in the definition of “Pool Property”): (i) the Administrative Agent holders of Notes shall have received an Appraisal with respect to the Real Property ordered by the Administrative Agent, which Appraisal shall be updated by the Borrower Company at the BorrowerCompany’s expense once during every twelve (12) month period; Administrative Agent shall have the right, but not the obligation, in its sole discretion, to order updated Appraisals of the Pool Properties at the BorrowerCompany’s expense at any time after the occurrence and during the continuance of an Event of Default.; (ii) a final certificate of occupancy, occupancy or the local equivalent has been issued by the appropriate Governmental Authority for all of the improvements on the Real Property; (iii) no material deferred maintenance and no material capital improvements (greater than $750,000) are required or or, if required, adequate reserves, pledged to the Administrative Collateral Agent, are made therefor to continue operating as a self-storage self‑storage property (or such other use as the Majority Lenders Required Holders may approve), as determined by an architectural or engineering report approved by the Administrative Agent; (iv) (1) prior to the occurrence of a Security Interest Termination Event, the Administrative Agent holders of Notes must have received Phase I environmental reports, together with an acceptable reliance letter if required by Administrative Agent, from third-party third‑party independent consultants for each Pool Property in, or to be added to, the Pool that do not disclose any adverse material environmental conditions and specifying any further investigation or remedial work required to be undertaken, along with property condition reports and property zoning reports (with acceptable reliance letters) acceptable to the Administrative Agent, (2) the owner of the subject property must be able to make the representations and warranties in Sections 3.05 5.10 and 3.07 5.8 as to each Pool Property in, or to be added to, the Pool, (3) the owner of the subject Pool Property must have provided a Financing Statement, probable maximum loss study (if applicable and only prior to the Security Interest Termination Event) with a reliance letter if required by Administrative Agent, a rent roll, and all other documents required for Collateral as the Administrative Agent may require, prior to the Security Interest Termination Event, proof of casualty and liability insurance complying with this Agreement (together with an acceptable reliance letter(s)) if required by the Administrative Agent, central and local Uniform Commercial Code searches, purchase agreement, and a Compliance Certificate) , and in form and substance satisfactory to the Administrative Agent, (4) the Pool Property owner must have joined in, and assumed all obligations of a “Borrowerthe Company” or a “Subsidiary Guarantor” under, under this Agreement and the other Loan Note Documents, all in form consistent with the Subsidiary Guaranty and substance reasonably satisfactory the Supplement attached as Exhibit A to the Administrative Agent; Subsidiary Guaranty, which is attached hereto as Schedule 1.3B, (5) prior to the occurrence of a Security Interest Termination Event, such owner must execute and deliver such other collateral documents with respect to the Real Property in connection with such joinder as reasonably required by and in form and substance reasonably satisfactory to Administrative Collateral Agent (including including, without limitation limitation, a Pledge Agreement), and (6) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, opinions of counsel and other documents as reasonably required by the Administrative Agent holders of the Notes in connection with such joinder provided the same are consistent with the terms of this Agreement; (v) The Borrower the Company shall have delivered to the Administrative Agent holders of Notes a Compliance Certificate evidencing compliance with Section 5.02 9.8 and this Section 5.12 9.9 after giving effect to such addition;; and (vi) Such such new Borrower the Company or Subsidiary Guarantor shall have delivered to Administrative Agent the holders of Notes all information that any Lender holder of a Note reasonably requires in order to comply with such Lenderholder of a Note’s “know your customer” requirements and similar laws and regulations. As of the Effective Date date of the First Closing, the Pool Property assets included in the Pool are listed on Schedule 5.12 9.9 attached hereto.

Pool Properties Generally. Each Real Property proposed by the Borrower as Collateral shall meet the requirements of a Pool Property and shall meet the following requirements (to the extent not duplicative of the requirements in the definition of “Pool Property”): (i) the Administrative Agent shall have received an Appraisal with respect to the Real Property ordered by the Administrative Agent, which Appraisal shall be updated by the Borrower at the Borrower’s expense once during every twelve (12) month period; Administrative Agent shall have the right, but not the obligation, in its sole discretion, to order updated Appraisals of the Pool Properties at the Borrower’s expense at any time after the occurrence and during the continuance of an Event of Default. (ii) a final certificate of occupancy, or the local equivalent has been issued by the appropriate Governmental Authority for all of the improvements on the Real Property; (iii) no material deferred maintenance and no material capital improvements (greater than $750,000) are required or if required, adequate reserves, pledged to the Administrative Agent, are made therefor to continue operating as a self-storage property (or such other use as the Majority Lenders may approve), as determined by an architectural or engineering report approved by the Administrative Agent; (iv) (1) prior to the occurrence of a Security Interest Termination Event, the Administrative Agent must have received Phase I environmental reports, together with an acceptable reliance letter if required by Administrative Agent, from third-party independent consultants for each Pool Property in, or to be added to, the Pool that do not disclose any adverse material environmental conditions and specifying any further investigation or remedial work required to be undertaken, along with property condition reports and property zoning reports (with acceptable reliance letters) acceptable to the Administrative Agent, (2) the owner of the subject property must be able to make the representations and warranties in Sections 3.05 and 3.07 as to each Pool Property in, or to be added to, the Pool, (3) the owner of the subject Pool Property must have provided a Financing Statement, information for the Administrative Agent to complete a flood zone certification, a probable maximum loss study (if applicable and only prior to the Security Interest Termination Eventapplicable) with a reliance letter if required by Agent, a rent roll, and all other documents required for Collateral as the Administrative Agent may require, prior to the Security Interest Termination Event, proof of casualty and liability insurance complying with this Agreement (together with an acceptable reliance letter(s)) if required by Agent, central and local Uniform Commercial Code searches, purchase agreement, and a Compliance Certificate) and in form and substance satisfactory to the Administrative Agent, (4) the Pool Property owner must have joined in, and assumed all obligations of a “Borrower” or a “Subsidiary Guarantor” under, this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, delivery of a Joinder Agreement in the form of Exhibit F attached hereto; (5) prior to the occurrence of a Security Interest Termination Event, such owner must execute and deliver such other collateral documents with respect to the Real Property in connection with such joinder as reasonably required by and in form and substance reasonably satisfactory to Administrative Agent (including without limitation a Pledge Agreement), and (6) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, opinions of counsel and other documents as reasonably required by the Administrative Agent in connection with such joinder provided the same are consistent with the terms of this Agreement; (v) The Borrower shall have delivered to the Administrative Agent a copy of the Compliance Certificate evidencing compliance with Section 5.02 and this Section 5.12 after giving effect to such addition; (vi) Such new Borrower or Subsidiary Guarantor shall have delivered to Administrative Agent all information that any Lender reasonably requires in order to comply with such Lender’s “know your customer” requirements and similar laws and regulations. As of the Effective Date the The Pool Property assets Properties included or to be included in the Pool are listed on Schedule 5.12 attached hereto.