Property Pool. (a) The Borrower will at all times own in fee simple title a pool (the “Pool”) of properties that each meet the requirements of a Mortgaged Property that are subject to a Deed of Trust and Environmental Indemnity and are Collateral and that are not subject to a Lien in any manner, other than Permitted Encumbrances, with the following characteristics and meeting the following requirements:
(i) 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;
(ii) no material deferred maintenance and no capital improvements are required or if required, adequate reserves, pledged to the Agent (unless the subject tenant is obligated to pay for such maintenance or capital improvements), are made therefor to continue operating as an office, industrial, warehouse or distribution property (or such other use as the Majority Lenders may approve), as determined by an architectural or engineering report approved by the Administrative Agent;
(iii) (1) the Administrative Agent must have received Phase I environmental reports, together with an acceptable reliance letter, from third-party independent consultants for each Mortgaged Property in, or to be added to, the Pool that do not disclose any adverse material environmental conditions, (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 Mortgaged Property in, or to be added to, the Pool, (3) the owner of the subject Mortgaged Property must have provided a current Survey, Title Insurance Policy, Financing Statement, flood zone certification, probable maximum loss study (if applicable), a copy of the tenant leases with any amendments, an estoppel from such tenant, a SNDA Agreement from such tenant, and all other documents required for Collateral as the Administrative Agent may require (which will include, at a minimum, proof of casualty and liability insurance complying with this Agreement, architect’s or engineer’s inspection report (together with an acceptable reliance letter(s)), central and local Uniform Commercial Code searches, Appraisal, purchase agreement, recent photographs, a Compliance Certificate and an updated Borrowing Base Certificate) and in form and substance satisfactory to the Administrative Agent;
(iv) the Mortgaged Property owner must have joined in, and assumed all obligations of a “Borrower” under, this Agreement and the ot...
Property Pool. (a) The Borrower (or a Subsidiary of the Borrower if the conditions in clause (c) below are satisfied) will at all times own fee simple title to a pool (the “Pool”) of Real Property that is not subject to any Lien other than Permitted Encumbrances (the “Pool Real Estate”) and except as permitted by Section 6.5 with an aggregate Pool Value of at Table of Contents least one hundred sixty-seven percent (167%) of the Borrower’s Indebtedness other than Secured Debt outstanding from time to time, with the following characteristics:
(i) the Borrower must provide the Agent with written confirmation that it has received from third party independent environmental consultants, written assessments for each Pool Real Estate in, or to be added to, the Pool that do not disclose any material environmental conditions or risks related to such properties, and
(ii) the Property is not subject to or affected by any Limiting Agreement. If requested by the Agent, the Borrower will provide to the Agent written assessments from third party independent environmental consultants for all Pool Real Estate acquired after the date of this Agreement. If Super-Majority Lenders determine that there are material environmental conditions existing on or risks to such properties, the properties will be excluded from the Pool.
(b) Notwithstanding the foregoing, (i) the maximum Pool Value that can be attributable to the Value of land not improved for multifamily use (not including land that is either under development or planned for commencement of development within three (3) years after the date of acquisition) is five percent (5%) of the Pool Value after adding the effect of said land, (ii) the maximum Pool Value that can be attributable to the Value (in the aggregate) of Real Property that is under construction or development, that has not reached the Calculation Date, that has reached the Calculation Date but the Occupancy Level is less than eighty percent (80%), unimproved land that is planned for commencement of development within three (3) years after the date of acquisition, and land not improved for multifamily use, is twenty percent (20%) of the Pool Value after adding the effect of said Real Property and land; and (iii) the maximum Pool Value that can be attributable to the Value of improved property not used for multifamily residential use (property will be considered as multifamily residential use even if it includes other non-primary uses which are incidental to the residential us...
Property Pool. (a) The Borrower will and, subject to Section 5.15(b), the Borrower’s Subsidiaries will, at all times own (in fee simple title or through an Eligible Ground Lease) a pool (the “Pool”) of assets that are not mortgaged, pledged, hypothecated, or encumbered in any manner, other than Permitted Encumbrances, with an aggregate Value such that the total amount of the Borrower’s Indebtedness other than Secured Debt outstanding from time to time, shall never be greater than sixty percent (60%) of such Value; provided, however, that if the Borrower’s Indebtedness other than Secured Debt outstanding from time to time, exceeds sixty percent (60%) of such Value but is no greater than sixty-five percent (65%) of such Value, then the Borrower shall be deemed to be in compliance with this Section 5.15 so long as (w) the Borrower or any Subsidiary completed a Material Acquisition during the quarter in which such percentage first exceeded sixty percent (60%), (x) such percentage does not exceed sixty percent (60%) for a period longer than the fiscal quarter during which the Borrower or such Subsidiary completed such Material Acquisition and the three fiscal quarters immediately following the fiscal quarter, (y) the Borrower shall not maintain compliance with this Section 5.15 in reliance on this proviso more than two times during the term of this Agreement and (z) such percentage is not greater than sixty-five percent (65%) at any time. Such Pool shall have the following characteristics: (i) assets in the Pool shall be completed income producing Industrial Buildings (including properties containing multiple buildings in one industrial park), with parking sufficient to meet all Legal Requirements and consistent with market conditions that will accommodate full occupancy of the building, provided, however, that Los Angeles Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx xx Xxx Xxxxxxx, Xxxxxxxxxx, will not be excluded from the Pool because it is not an Industrial Building; (ii) the Borrower must have received from third party independent consultants, written assessments (including, without limitation, Phase I environmental reports) for each Property in, or to be added to, the Pool that do not disclose any material environmental conditions, structural defects or title defects, or other material risks related to such Property, and (iii) no Property in the Pool shall be owned by a Borrower or Subsidiary which has a provision in its Organizational Documents which has or may have the effect of p...
Property Pool. (a) Borrower and its Pool Consolidated Affiliates shall, as of any date during the term hereof, own, free and clear of any Liens (other than Permitted Liens), (i) fee simple title to Domestic Properties, and (ii) the equivalent of fee simple title to International Properties (the Properties and other assets described in (i) and (ii) being the "Pool"), with an aggregate Historical Value less the outstanding balance of any assessment bonds on such Properties of at least one hundred seventy-five percent (175%) of the Companies' Unsecured Debt (less any unrestricted cash and Cash Equivalents to the extent that such cash and Cash Equivalents are used to pay such Unsecured Debt within seven (7) days after the date of determination) outstanding on such date (including Unsecured Debt of Unconsolidated Affiliates to the extent that the holder of such Indebtedness has recourse against any Company for the payment of such Indebtedness, except to the extent of any security therefor or pursuant to any Customary Recourse Exceptions).
(b) The Pool must include income-producing operating industrial Domestic Properties and International Properties owned by Borrower or a Pool Consolidated Affiliate free and clear of any Liens (except Permitted Liens) (the "Operating Sub-Pool"):
(i) with an Implied Value of at least one hundred fifty percent (150%) of the Companies' Unsecured Debt (less any unrestricted cash and Cash Equivalents to the extent that such cash and Cash Equivalents are used to pay such Unsecured Debt within seven (7) days after the date of determination) outstanding from time to time (including Unsecured Debt of Unconsolidated Affiliates to the extent that the holder of such Indebtedness has recourse against any Company for the payment of such Indebtedness, except to the extent of any security therefor or pursuant to any Customary Recourse Exceptions); (ii) (A) in the case of Properties that are not Refrigerated Warehouse Properties, which have an aggregate occupancy level based on bona fide tenant leases requiring current rent payments of at least eighty-five percent (85%), and (B) in the case of Properties that are Refrigerated Warehouse Properties, which have an aggregate occupancy level based on bona fide tenant leases, licenses, or other agreements requiring current rent or other payments of at least eighty percent (80%), in each case where the occupancy level is the average of the occupancy level for each of the immediately preceding three (3) months; and (...
Property Pool. A. Borrower will at all times own (in fee simple title, through an Eligible Ground Lease, or in a wholly-owned Subsidiary of Borrower, and including the leasehold interest in the Mxxxxx Xxxxxx Tower in Memphis, Tennessee) a pool (the "Pool") of assets that are not mortgaged, pledged, hypothecated, or encumbered in any manner, other than Permitted Encumbrances, with an aggregate Value equal to at least (1) one hundred eighty-two percent (182%) from the date hereof through March 31, 2003, and (2) two hundred percent (200%) after March 31, 2003, of the Borrower's Indebtedness other than Secured Debt outstanding from time to time, with the following characteristics: (a) assets in the Pool shall be completed income producing office buildings with net rentable area of not less than 50,000 square feet and not more than 1,000,000 square feet (except that the Pavilion Center in Atlanta, Georgia and the Healthsource Building in Greenville, South Carolina need not meet the minimum square footage requirement), with parking sufficient to meet all Legal Requirements and consistent with market conditions that will accommodate full occupancy of the building; (b) each individual Property must have an Occupancy Level of at least seventy percent (70%); (c) assets in the Pool must be located in Approved Markets, except that no more than twenty-five percent (25%) of the Value of the Pool can be located in any one Approved Market, provided, that until March 31, 2003 up to twenty-seven and one-half percent (27-1/2%) of the Value of the Pool can be located in Houston, Texas, (d) the Borrower must have received from third party independent consultants, written assessments (including, without limitation, Phase I environmental reports) for each Property in, or to be added to, the Pool that do not disclose any material environmental conditions, structural defects or title defects, or other material risks related to such Property, (e) the Property is not subject to or affected by any Limiting Agreement, and (f) the Occupancy Level of the Pool in the aggregate must be at least eighty percent (80%). If requested by the Agent, the Borrower will provide to the Agent written assessments from third party independent environmental consultants for all Pool properties acquired after the date of this Agreement. If the Agent determines that there are material environmental conditions existing on or risks to such properties, the properties will be excluded from the Pool.
B. Notwithstanding the fo...
Property Pool. (a) The Borrower will at all times own (in fee simple title or through an Eligible Ground Lease a pool (the "Pool") of Real Property assets that are subject to a Deed of Trust and Environmental Indemnity and are Collateral and that are not subject to a Lien in any manner, other than Permitted Encumbrances, with an aggregate Pool Value equal to at least $50,000,000, with the following characteristics:
(i) completed income-producing, first-class student housing communities located in states in the United States of America other than Alaska and Hawaii;
(ii) managed by the Borrower or its Subsidiary; provided however, that for up to ninety (90) days after the date of this Agreement JPI Management Services, L.P. may manage the property that it sold to Borrower subject to a management agreement in form and substance satisfactory to the Administrative Agent;
(iii) 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;
(iv) no material deferred maintenance and no capital improvements are required to continue operating as a first-class student housing community, as determined by an architectural or engineering report approved by the Administrative Agent;
(1) the Administrative Agent must have received Phase I environmental reports from third-party independent consultants for each property in, or to be added to, the Pool that do not disclose any adverse material environmental conditions, (2) the Borrower must be able to make the representations and warranties in Sections 3.05 and 3.07 as to each property in, or to be added to, the Pool, (3) the Borrower must have provided a current Survey, Title Insurance Policy, Financing Statement and all other documents required for Collateral as the Administrative Agent may require (which will include, at a minimum, proof of casualty and liability insurance complying with this Agreement, architect's or engineer's inspection report, central and local Uniform Commercial Code searches, Appraisal, current rent roll, purchase agreement, recent photographs, last three years operating statements, a pro forma operating statement, and a site visit by the Administrative Agent) and in form and substance satisfactory to the Administrative Agent, and (4) the Borrower must have joined in, and assumed all obligations of a "Borrower" under, this Agreement and the other Loan Documents, and provided all of the items required by Article I...
Property Pool. 31 5.16 Co-Borrowers...................................................................................32
Property Pool. 55 SECTION 5.13 Further Assurances......................................... 57 SECTION 5.14 Partial Releases........................................... 57 SECTION 5.15
Property Pool. A. The Borrower (or a Subsidiary of the Borrower if the conditions in clause (C) below are satisfied) will at all times own fee simple title to a pool (the "Pool") of assets that are not mortgaged, pledged, hypothecated, or encumbered in any manner other than Permitted Encumbrances, consisting of Homestead Loans and Homestead Mortgages, and real estate properties (the "Pool Real Estate") with an aggregate value equal to the aggregate Homestead Mortgage Amount plus the aggregate Historical Value of the Pool Real Estate (plus all cash balances held by the Borrower if and whenever the unpaid balance of the Loans is zero), of at least one hundred seventy-five percent (175%) of the Borrower's unsecured Indebtedness outstanding from time to
Property Pool. A. The Borrower will and, subject to SECTION 5.15.C., the Borrower's Subsidiaries will, at all times own (in fee simple title or through an Eligible Ground Lease) a pool (the "POOL") of assets that are not mortgaged, pledged, hypothecated, or encumbered in any manner, other than Permitted Encumbrances, with an aggregate Value (calculated based on the immediately preceding six (6) calendar months and annualized) equal to at least two hundred percent (200%) of the Borrower's Indebtedness other than Secured Debt outstanding from time to time, with the following characteristics: (a) assets in the Pool shall be completed income producing Industrial Buildings with net rentable area of not less than 30,000 square feet (based on the number of square feet of the Industrial Buildings owned by the Borrower or its Subsidiary within one (1) mile of each other and treated as one property by such Person), with parking sufficient to meet all Legal Requirements and consistent with market conditions that will accommodate full occupancy of the building, PROVIDED, HOWEVER, that 8150 Xxxxxxxx Xxxx xx Tysons Corner, Virginia, Los Angeles Corporate Center Office Building in Los Angeles, California, Columbia Place in Columbia, Maryland, LaVista Crossing Apartments in Atlanta, Georgia and Grand Pointe Apartments in Mobile, Alabama will not be excluded from the Pool because they are not Industrial Buildings; (b) each individual Property must have an Occupancy Level of more than seventy percent (70%) at all times, except for a ninety (90) day period beginning on the date the Occupancy Level is seventy percent (70%) or less not more than once every twelve (12) months; (c) assets in the Pool (other than the assets listed in the proviso of CLAUSE (a) above) must be located in Approved Markets, except that no more than twenty percent (20%) of the Value of the Pool can be located in any one Approved Market other than Los Angeles, California, where no more than twenty-five percent (25%) of the Value of the Pool (not including the Value of the Los Angeles Corporate Center Office Building) can be located, (d) the Borrower must have received from third party independent consultants, written assessments (including, without limitation, Phase I environmental reports) for each Property in, or to be added to, the Pool that do not disclose any material environmental conditions, structural defects or title defects, or other material risks related to such Property, (e) the Property is not subject to...
