Common use of Property Pool Clause in Contracts

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 other Loan Documents, all in form and substance satisfactory to the Administrative Agent, including, without limitation, (a) entering into a Joinder Agreement in the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, (b) Borrower, Guarantor, such owner and the Administrative Agent entering into an amendment to the Environmental Indemnity, (c) such owner executing and delivering such other collateral documents with respect to the Mortgage Property in connection with such joinder as required by and in form and substance satisfactory to Administrative Agent, (d) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, opinions of counsel and other documents as required by the Administrative Agent in connection with such joinder provided the same are consistent with the terms of this Agreement. (v) For any Mortgaged Property whereby an existing lease is being amended to expand the premises covered by such lease pursuant to an Approved Lease, Agent shall complete all reasonable due diligence and monitoring in connection with Revolving Loans; and (vi) the Mortgaged Property is otherwise approved by the Administrative Agent and the Required Lenders in their sole discretion. As of the Effective Date the Real Property assets included in the Pool are listed on Schedule 5.12 attached hereto. (b) Notwithstanding the foregoing, there shall be at least four (4) separate Mortgaged Properties in the Pool.

Property Pool. (a) The Borrower will at all times own in fee simple title a pool Each Mortgaged Property (the “Pool”) of properties that each proposed by the Lead Borrower as Collateral shall meet the requirements of a Mortgaged Property that are subject to a Deed of Trust and Environmental Indemnity and are Collateral and that are Property, shall not be subject to a Lien in any manner, other than Permitted Encumbrances, with the following characteristics and meeting shall meet the following requirements: (i) a self-storage property located in the United States of America, which is 100% owned or will be 100% owned at the time it becomes a Mortgaged Property by a Borrower; (ii) the Administrative Agent shall have received an Appraisal with respect to the Real Property ordered by 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; (iiiv) no material deferred maintenance and no material 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)Agent, are made therefor to continue operating as an office, industrial, warehouse or distribution a self-storage property (or such other use as the Majority Required 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 letterletter if required by Agent, 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 conditionsconditions and specifying any further investigation or remedial work required to be undertaken, along with acceptable property condition reports and property zoning reports, (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 Current Survey, Title Insurance Policy, Financing Statement, flood zone certificationcertification (if applicable) , probable maximum loss study (if applicable)) with a reliance letter if required by Agent, a copy of the tenant leases with any amendments, an estoppel from such tenant, a SNDA Agreement from such tenantrent roll, 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 Agreement (together with an acceptable reliance letter(s))) if required by Agent, central and local Uniform Commercial Code searches, Appraisal, purchase agreement, recent photographs, and a Compliance Certificate and an updated Borrowing Base Certificate) and in form and substance satisfactory to the Administrative Agent; , and (iv4) the Mortgaged Property owner must have joined in, and assumed all obligations of a “Borrower” under, this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, (a) entering into a Joinder Agreement in the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, (b) Borrower, Guarantor, such owner and the Administrative Agent entering into an amendment to the Environmental Indemnity, (c) such owner executing and delivering such other collateral documents with respect to the Mortgage Property in connection with such joinder as required by and in form and substance satisfactory to Administrative Agent, (d) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, opinions of counsel and other documents as required by the Administrative Agent in connection with such joinder provided the same are consistent with the terms of this Agreement. (v) For any Mortgaged Property whereby an existing lease is being amended to expand the premises covered by such lease pursuant to an Approved Lease, Agent shall complete all reasonable due diligence and monitoring in connection with Revolving Loans; and; (vi) the Mortgaged Property is otherwise approved by the Administrative Agent and the Required Lenders in their sole discretion. As of the Effective Date the Real Property assets to be included in the Pool are listed on Schedule 5.12 attached hereto. (b) Notwithstanding the foregoing, there shall be at least four (4) separate Mortgaged Properties in the Pool.

Property Pool. (a) The Borrower (or a Subsidiary of EDR if the conditions in Subsection (c) below are satisfied) will at all times own (in fee simple title or through an Eligible Ground Lease) a pool (the “"Pool”") of properties that each meet the requirements of a Mortgaged 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 and meeting the following requirementscharacteristics: (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, its Subsidiary or the Management Company (solely as to the Real Properties acquired from Place Properties, L.P.); (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; (iiiv) 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)a first-class student housing community, 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, reports from third-party independent consultants for each Mortgaged Property 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 property in, or to be added to, the Pool, (3) the owner of the subject Mortgaged Property 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, 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 's or engineer’s 's inspection report (together with an acceptable reliance letter(s))report, central and local Uniform Commercial Code searches, Appraisal, current rent roll, purchase agreement, recent photographs, last three years operating statements, a Compliance Certificate pro forma operating statement, and an updated Borrowing Base Certificatea site visit by the Administrative Agent) and in form and substance satisfactory to the Administrative Agent; , and (iv4) if the Mortgaged Property property owner is to become a "Borrower" under this Agreement, then it must have joined in, and assumed all obligations of a “"Borrower” " under, this Agreement and the other Loan Documents, a Subsidiary owner must have complied with Subsection (c) below, and in each case provided all of the items required by Article IV (to the extent applicable), all in form and substance satisfactory to the Administrative Agent, including, without limitation, (a) entering into a Joinder Agreement in the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, (b) Borrower, Guarantor, such owner and the Administrative Agent entering into an amendment to the Environmental Indemnity, (c) such owner executing and delivering such other collateral documents with respect to the Mortgage Property in connection with such joinder as required by and in form and substance satisfactory to Administrative Agent, (d) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, opinions of counsel and other documents as required by the Administrative Agent in connection with such joinder provided the same are consistent with the terms of this Agreement. (v) For any Mortgaged Property whereby an existing lease is being amended to expand the premises covered by such lease pursuant to an Approved Lease, Agent shall complete all reasonable due diligence and monitoring in connection with Revolving Loans; and (vi) the Mortgaged Property property is otherwise approved by the Administrative Agent and the Required Lenders in their sole discretionLenders, such approval not to be unreasonably withheld. As of the Effective Date the Real Property assets included in the Pool are listed on Schedule 5.12 attached hereto. (b) Notwithstanding the foregoing, (i) there shall at all times be at least four (4) separate Mortgaged Properties Real Property assets in the Pool, and (ii) no single property in the Pool shall have a Pool Value equal to or greater than 30% of the aggregate Pool Value, except for the Jefferson Pointe project in Tallahassee, Florida. (c) If any Real Property to be included in the Pool is owned by a Subsidiary of EDR that is not a Borrower, then the Real Property may be included in the Pool only if the owner of such Real Property (i) is a wholly owned Subsidiary of EDR, and (ii) executes a Guaranty and delivers it to the Administrative Agent. (d) All of the Real Property assets in the Pool must be owned by EDR or a wholly owned Subsidiary of EDR that is either a Borrower or a Guarantor. (e) If the Borrower requests inclusion of assets in the Pool that do not meet the requirements of this Section, then such assets may only be included in the Pool upon the prior written approval of the Administrative Agent and the Required Lenders.

Property Pool. (a) The Borrower will at all times own in fee simple title a pool Each Mortgaged Property (the “Pool”) of properties that each shall meet the requirements of a Mortgaged Property that are subject to a Deed of Trust and Environmental Indemnity and are Collateral and that are Property, shall not subject to a Lien in any manner, other than Permitted Encumbrances, with the following characteristics and meeting shall meet the following requirements: (i) A self-storage property located in states in the United States of America, which is 100% owned by Borrower; (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; (iiiii) no material deferred maintenance and no material 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)Agent, are made therefor to continue operating as an office, industrial, warehouse or distribution 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; (iiiiv) (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 Current Survey, Title Insurance Policy, Financing Statement, flood zone certification, probable maximum loss study (if applicable, with the probable maximum loss study on the Hawthorne, California Mortgaged Property being submitted within 45 days of closing), a copy of the tenant leases with any amendments, an estoppel from such tenant, a SNDA Agreement from such tenantrent roll, 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; , and (iv4) the Mortgaged Property owner must have joined in, and assumed all obligations of a “Borrower” under, this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, (a) entering into a Joinder Agreement in the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, (b) Borrower, Guarantor, such owner and the Administrative Agent entering into an amendment to the Environmental Indemnity, (c) such owner executing and delivering such other collateral documents with respect to the Mortgage Property in connection with such joinder as required by and in form and substance satisfactory to Administrative Agent, (d) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, opinions of counsel and other documents as required by the Administrative Agent in connection with such joinder provided the same are consistent with the terms of this Agreement.; (v) For any Mortgaged Property whereby an existing lease is being amended to expand the premises covered by such lease pursuant to an Approved Lease, Agent shall complete all reasonable due diligence and monitoring in connection with Revolving Loans; and (vi) the Mortgaged Property is otherwise approved by the Administrative Agent and the Required Majority Lenders in their sole discretion. As of the Effective Date the Real Property assets to be included in the Pool are listed on Schedule 5.12 attached hereto. (b) Notwithstanding the foregoing, there shall be at least four (4) separate Mortgaged Properties in the Pool.

Property Pool. (a) The Borrower will at all times own in fee simple title a pool Each Mortgaged Property (the “Pool”) of properties that each proposed by the Lead Borrower as Collateral shall meet the requirements of a Mortgaged Property that are subject to a Deed of Trust and Environmental Indemnity and are Collateral and that are Property, shall not be subject to a Lien in any manner, other than Permitted Encumbrances, with the following characteristics and meeting shall meet the following requirements: (i) a self-storage property located in the United States of America, which is 100% owned or will be 100% owned at the time it becomes a Mortgaged Property by a Borrower; (ii) the Administrative Agent shall have received an Appraisal with respect to the Real Property ordered by 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; (iiiv) no material deferred maintenance and no material 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)Agent, are made therefor to continue operating as an office, industrial, warehouse or distribution a self-storage property (or such other use as the Majority Required 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 letterletter if required by Agent, 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 conditionsconditions and specifying any further investigation or remedial work required to be undertaken, along with acceptable property condition reports and property zoning reports, (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 Current Survey, Title Insurance Policy, Financing Statement, flood zone certificationcertification (if applicable), probable maximum loss study (if applicable)) with a reliance letter if required by Agent, a copy of the tenant leases with any amendments, an estoppel from such tenant, a SNDA Agreement from such tenantrent roll, 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 Agreement (together with an acceptable reliance letter(s))) if required by Agent, central and local Uniform Commercial Code searches, Appraisal, purchase agreement, recent photographs, and a Compliance Certificate and an updated Borrowing Base Certificate) and in form and substance satisfactory to the Administrative Agent; , and (iv4) the Mortgaged Property owner must have joined in, and assumed all obligations of a “Borrower” under, this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, (a) entering into a Joinder Agreement in the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, (b) Borrower, Guarantor, such owner and the Administrative Agent entering into an amendment to the Environmental Indemnity, (c) such owner executing and delivering such other collateral documents with respect to the Mortgage Property in connection with such joinder as required by and in form and substance satisfactory to Administrative Agent, (d) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, opinions of counsel and other documents as required by the Administrative Agent in connection with such joinder provided the same are consistent with the terms of this Agreement. (v) For any Mortgaged Property whereby an existing lease is being amended to expand the premises covered by such lease pursuant to an Approved Lease, Agent shall complete all reasonable due diligence and monitoring in connection with Revolving Loans; and; (vi) the Mortgaged Property is otherwise approved by the Administrative Agent and the Required Lenders in their sole discretion. As of the Effective Date the Real Property assets to be included in the Pool are listed on Schedule 5.12 attached hereto. (b) Notwithstanding the foregoing, there shall be at least four (4) separate Mortgaged Properties in the Pool.

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 a 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; , and (iv4) the Mortgaged Property owner must have joined in, and assumed all obligations of a “Borrower” under, this Agreement and the other Loan Documents, all in form and substance satisfactory to the Administrative Agent, including, without limitation, (a) entering into a Joinder Agreement in the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, (b) Borrower, Guarantor, such owner and the Administrative Agent entering into an amendment to the Environmental Indemnity, (c) such owner executing and delivering such other collateral documents with respect to the Mortgage Property in connection with such joinder as required by and in form and substance satisfactory to Administrative Agent, (d) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, opinions of counsel and other documents as required by the Administrative Agent in connection with such joinder provided the same are consistent with the terms of this Agreement.; (viv) For any Mortgaged Property whereby an existing lease is being amended to expand the premises covered by such lease pursuant to an Approved Lease, Agent shall complete all reasonable due diligence and monitoring in connection with Revolving Loans; and (viv) the Mortgaged Property is otherwise approved by the Administrative Agent and the Required Majority Lenders in their sole discretion. As of the Effective Date the Real Property assets included in the Pool are listed on Schedule 5.12 attached hereto. (b) Notwithstanding the foregoing, (i) from and after the date which is six (6) months after the Effective Date, there shall be at least four (4) separate Mortgaged Properties in the Pool, and (ii) no single Mortgaged Property in the Pool shall have a Pool Value equal to or greater than 25% of the aggregate Pool Value, unless the outstanding Loans total less than fifty percent of the aggregate Pool Value.

Property Pool. (a) The Borrower will at all times own in fee simple title a pool Each Mortgaged Property (the “Pool”) of properties that each proposed by the Borrower as Collateral shall meet the requirements of a Mortgaged Property that are subject to a Deed of Trust and Environmental Indemnity and are Collateral and that are Property, shall not be subject to a Lien in any manner, other than Permitted Encumbrances, with the following characteristics and meeting shall meet the following requirements: (i) a self-storage property located in states in the United States of America, which is 100% owned by Borrower and as to which the Administrative Agent shall have received an Appraisal ordered by the Administrative Agent; (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; (iiiii) no material deferred maintenance and no material 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)Agent, are made therefor to continue operating as an office, industrial, warehouse or distribution 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; (iiiiv) (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 Current Survey, Title Insurance Policy, Financing Statement, flood zone certification, probable maximum loss study (if applicable)with a reliance letter, a copy of the tenant leases with any amendments, an estoppel from such tenant, a SNDA Agreement from such tenantrent roll, 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; , and (iv4) the Mortgaged Property owner must have joined in, and assumed all obligations of a “Borrower” under, this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, (a) entering into a Joinder Agreement in the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, (b) Borrower, Guarantor, such owner and the Administrative Agent entering into an amendment to the Environmental Indemnity, (c) such owner executing and delivering such other collateral documents with respect to the Mortgage Property in connection with such joinder as required by and in form and substance satisfactory to Administrative Agent, (d) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, opinions of counsel and other documents as required by the Administrative Agent in connection with such joinder provided the same are consistent with the terms of this Agreement.; (v) For any Mortgaged Property whereby an existing lease is being amended to expand the premises covered by such lease pursuant to an Approved Lease, Agent shall complete all reasonable due diligence and monitoring in connection with Revolving Loans; and (vi) the Mortgaged Property is otherwise approved by the Administrative Agent and the Required Majority Lenders in their sole discretion. As of the Effective Date the Real Property assets to be included in the Pool are listed on Schedule 5.12 attached hereto. (b) Notwithstanding the foregoing, there shall be at least four (4) separate Mortgaged Properties in the Pool.

Property Pool. (a) The Each Real Property proposed by the Borrower will at all times own in fee simple title a pool (the “Pool”) of properties that each as Collateral shall meet the requirements of a Mortgaged Property that are subject to a Deed of Trust and Environmental Indemnity and are Collateral and that are Property, shall not be subject to a Lien in any manner, other than Permitted Encumbrances, with the following characteristics and meeting shall meet the following requirements: (i) a self-storage property located in the United States of America, which is 100% owned or will be 100% owned at the time it becomes a Mortgaged Property by a Borrower; (ii) the Administrative Agent shall have received an Appraisal with respect to the Real Property ordered by the Administrative Agent; Administrative Agent shall have the right, but not the obligation, in its sole discretion, to order updated Appraisals of the Mortgaged Properties at the Lender’s expense for purposes of determining Pool Value, such updated Appraisals to be obtained no more frequently than once per annum. Notwithstanding the previous limitation, Administrative Agent shall have the right, but not the obligation, in its sole discretion, to order updated Appraisals of the Mortgaged Properties at the Borrower’s expense at any time after the occurrence and during the continuance of an Event of Default; (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; (iiiv) no material deferred maintenance and no material 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)Agent, are made therefor to continue operating as an office, industrial, warehouse or distribution a self-storage property (or such other use as the Majority Required 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 letterletter if required by Agent, 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 conditionsconditions and specifying any further investigation or remedial work required to be undertaken, along with acceptable property condition reports and property zoning reports (with acceptable reliance letters), (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 Current Survey, Title Insurance Policy, Financing Statement, information for the Administrative Agent to obtain flood zone certificationcertification (if applicable), probable maximum loss study (if applicable)) with a reliance letter if required by Agent, a copy of the tenant leases with any amendments, an estoppel from such tenant, a SNDA Agreement from such tenantrent roll, and all other documents required for Collateral as the Administrative Agent may require (which will include, at a minimum, proof of flood insurance acceptable to Lenders (if applicable), proof of casualty and liability insurance complying with this Agreement, architect’s or engineer’s inspection report Agreement (together with an acceptable reliance letter(s))) if required by Agent, central and local Uniform Commercial Code searches, Appraisal, purchase agreement, recent photographs, and a Compliance Certificate and an updated Borrowing Base Certificate) and in form and substance satisfactory to the Administrative Agent; , (iv4) the Mortgaged Property owner must have joined in, and assumed all obligations of a “Borrower” under, this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, (a) entering into a Joinder Agreement in the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, (b) Borrower, Guarantor, such owner and the Administrative Agent entering into an amendment to the Environmental Indemnity, (c5) such owner executing must execute and delivering deliver such other collateral documents with respect to the Mortgage Property in connection with such joinder as reasonably required by and in form and substance reasonably satisfactory to Administrative AgentAgent (including without limitation a Deed of Trust and an Assignment of Leases and Rents secured by the Mortgaged Property), and (d6) 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) For any Mortgaged Property whereby an existing lease is being amended to expand the premises covered by such lease pursuant to an Approved Lease, Agent shall complete all reasonable due diligence and monitoring in connection with Revolving Loans; and; (vi) The Borrower shall have delivered to the Administrative Agent a Compliance Certificate evidencing compliance with Section 5.02 and Section 5.12 after giving effect to such addition; (vii) The Mortgaged Property is otherwise approved by the Administrative Agent and the Required Lenders in their sole discretion. As of the Effective Date the Real Property assets to be included in the Pool are listed on Schedule 5.12 attached hereto.; (bviii) Notwithstanding Such new Borrower shall have delivered evidence to Administrative Agent that it is organized under the foregoing, there laws of a state of the United States or the District of Columbia; and (ix) Such new Borrower shall be at least four (4) separate Mortgaged Properties have delivered to Administrative Agent all information that any Lender reasonably requires in the Poolorder to comply with such Lender’s “know your customer” requirements and similar laws and regulations.

Property Pool. (a) The Borrower will at all times own in fee simple title a pool Each Mortgaged Property (the “Pool”) of properties that each proposed by the Borrower as Collateral shall meet the requirements of a Mortgaged Property that are subject to a Deed of Trust and Environmental Indemnity and are Collateral and that are Property, shall not be subject to a Lien in any manner, other than Permitted Encumbrances, with the following characteristics and meeting shall meet the following requirements: (i) a self-storage property located in states in the United States of America, which is 100% owned by Borrower and as to which the Administrative Agent shall have received an Appraisal ordered by the Administrative Agent; (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; (iiiii) no material deferred maintenance and no material 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)Agent, are made therefor to continue operating as an office, industrial, warehouse or distribution 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; (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 Current Survey, Title Insurance Policy, Financing Statement, flood zone certification, probable maximum loss study (if applicable)with a reliance letter, a copy of the tenant leases with any amendments, an estoppel from such tenant, a SNDA Agreement from such tenantrent roll, 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; , and (iv4) the Mortgaged Property owner must have joined in, and assumed all obligations of a “Borrower” under, this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, (a) entering into a Joinder Agreement in the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, (b) Borrower, Guarantor, such owner and the Administrative Agent entering into an amendment to the Environmental Indemnity, (c) such owner executing and delivering such other collateral documents with respect to the Mortgage Property in connection with such joinder as required by and in form and substance satisfactory to Administrative Agent, (d) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, opinions of counsel and other documents as required by the Administrative Agent in connection with such joinder provided the same are consistent with the terms of this Agreement.; (v) For any Mortgaged Property whereby an existing lease is being amended to expand the premises covered by such lease pursuant to an Approved Lease, Agent shall complete all reasonable due diligence and monitoring in connection with Revolving Loans; and (vi) the Mortgaged Property is otherwise approved by the Administrative Agent and the Required Majority Lenders in their sole discretion. As of the Effective Date the Real Property assets to be included in the Pool are listed on Schedule 5.12 attached hereto. (b) Notwithstanding the foregoing, there shall be at least four (4) separate Mortgaged Properties in the Pool.

Property Pool. (a) The Borrower will at all times own in fee simple title a pool Each Mortgaged Property (the “Pool”) of properties that each proposed by the Lead Borrower as Collateral shall meet the requirements of a Mortgaged Property that are subject to a Deed of Trust and Environmental Indemnity and are Collateral and that are Property, shall not be subject to a Lien in any manner, other than Permitted Encumbrances, with the following characteristics and meeting shall meet the following requirements: (i) a self-storage property located in the United States of America, which is 100% owned or will be 100% owned at the time it becomes a Mortgaged Property by a Borrower; (ii) the Administrative Agent shall have received an Appraisal with respect to the Real Property ordered by 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; (iiiv) no material deferred maintenance and no material 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)Agent, are made therefor to continue operating as an office, industrial, warehouse or distribution a self-storage property (or such other use as the Majority Required 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 conditionsconditions and specifying any further investigation or remedial work required to be undertaken, along with acceptable property condition reports and property zoning reports, (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 Current Survey, Title Insurance Policy, Financing Statement, flood zone certificationcertification (if applicable), probable maximum loss study (if applicable)) with a reliance letter, a copy of the tenant leases with any amendments, an estoppel from such tenant, a SNDA Agreement from such tenantrent roll, 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 Agreement (together with an acceptable reliance letter(s)), central and local Uniform Commercial Code searches, Appraisal, purchase agreement, recent photographs, and a Compliance Certificate and an updated Borrowing Base Certificate) and in form and substance satisfactory to the Administrative Agent; , and (iv4) the Mortgaged Property owner must have joined in, and assumed all obligations of a “Borrower” under, this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, (a) entering into a Joinder Agreement in the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, (b) Borrower, Guarantor, such owner and the Administrative Agent entering into an amendment to the Environmental Indemnity, (c) such owner executing and delivering such other collateral documents with respect to the Mortgage Property in connection with such joinder as required by and in form and substance satisfactory to Administrative Agent, (d) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, opinions of counsel and other documents as required by the Administrative Agent in connection with such joinder provided the same are consistent with the terms of this Agreement. (v) For any Mortgaged Property whereby an existing lease is being amended to expand the premises covered by such lease pursuant to an Approved Lease, Agent shall complete all reasonable due diligence and monitoring in connection with Revolving Loans; and; (vi) the Mortgaged Property is otherwise approved by the Administrative Agent and the Required Lenders in their sole discretion. As of the Effective Date the Real Property assets to be included in the Pool are listed on Schedule 5.12 attached hereto. (b) Notwithstanding the foregoing, there shall be at least four (4) separate Mortgaged Properties in the Pool.

Property Pool. (a) The Each Real Property proposed by the Borrower will at all times own in fee simple title a pool (the “Pool”) of properties that each as Collateral shall meet the requirements of a Mortgaged Property that are subject to a Deed of Trust and Environmental Indemnity and are Collateral and that are Property, shall not be subject to a Lien in any manner, other than Permitted Encumbrances, with the following characteristics and meeting shall meet the following requirements: (i) a self-storage property located in the United States of America, which is 100% owned or will be 100% owned at the time it becomes a Mortgaged Property by a Borrower; (ii) the Administrative Agent shall have received an Appraisal with respect to the Real Property ordered by the Administrative Agent and paid for by the Borrower; Administrative Agent shall have the right, solely upon the direction of the Required Lenders in their sole discretion, to order updated Appraisals of the Mortgaged Properties at the Lenders’ expense for purposes of determining Pool Value, such updated Appraisals to be obtained no more frequently than once during the initial term of the Loan. Notwithstanding the previous limitation, Administrative Agent shall have the right, solely upon the direction of the Required Lenders in their sole discretion, to order updated Appraisals of the Mortgaged Properties at the Borrower’s expense in connection with any extension of the Maturity Date and at any time after the occurrence and during the continuance of an Event of Default; (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; (iiiv) no material deferred maintenance and no material 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)Agent, are made therefor to continue operating as an office, industrial, warehouse or distribution a self-storage property (or such other use as the Majority Required 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 letterletter if required by Administrative Agent, 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 conditionsconditions 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 Required Lenders, (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 Current Survey, Title Insurance Policy, Financing Statement, information for the Administrative Agent to obtain flood zone certificationcertification (if applicable), probable maximum loss study (if applicable)) with a reliance letter if required by Agent, a copy of the tenant leases with any amendments, an estoppel from such tenant, a SNDA Agreement from such tenantrent roll, and all other documents required for Collateral as the Administrative Agent may require (which will include, at a minimumif flood insurance is required by the Flood Laws, evidence of flood insurance in form and substance satisfactory to each Lender), proof of casualty and liability insurance complying with this Agreement, architect’s or engineer’s inspection report Agreement (together with an acceptable reliance letter(s))) if required by Agent, central and local Uniform Commercial Code searches, Appraisal, purchase agreement, recent photographs, and a Compliance Certificate and an updated Borrowing Base Certificate) and in form and substance satisfactory to the Administrative Agent; , (iv4) the Mortgaged Property owner must have joined in, and assumed all obligations of a “Borrower” under, this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, (a) entering into a Joinder Agreement in the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, (b) Borrower, Guarantor, such owner and the Administrative Agent entering into an amendment to the Environmental Indemnity, (c5) such owner executing must execute and delivering deliver such other collateral documents with respect to the Mortgage Property in connection with such joinder as reasonably required by and in form and substance reasonably satisfactory to Administrative AgentAgent (including without limitation a Deed of Trust and an Assignment of Leases and Rents secured by the Mortgaged Property), and (d6) 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) For any Mortgaged Property whereby an existing lease is being amended to expand the premises covered by such lease pursuant to an Approved Lease, Agent shall complete all reasonable due diligence and monitoring in connection with Revolving Loans; and; (vi) The Borrower shall have delivered to the Administrative Agent a Compliance Certificate evidencing compliance with Section 5.02 and Section 5.12 after giving effect to such addition; (vii) The Mortgaged Property is otherwise approved by the Administrative Agent and the Required Lenders in their sole discretion. As of the Effective Date the Real Property assets to be included in the Pool are listed on Schedule 5.12 attached hereto.; (bviii) Notwithstanding Such new Borrower shall have delivered evidence to Administrative Agent that it is organized under the foregoing, there laws of a state of the United States or the District of Columbia; and (ix) Such new Borrower shall be at least four (4) separate Mortgaged Properties have delivered to Administrative Agent all information that any Lender reasonably requires in the Poolorder to comply with such Lender’s “know your customer” requirements and similar laws and regulations.

Property Pool. Each Mortgaged Property (a) The Borrower will at all times own in fee simple title a pool (such Mortgaged Properties, collectively, the “Pool”) of properties that each meet the requirements of a Mortgaged Property that are is subject to a Deed of Trust and Environmental Indemnity and are Collateral and that are shall not be subject to a Lien in any manner, other than Permitted Encumbrances, with the following characteristics and meeting shall meet 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 Administrative 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 consistent with its use as on the Majority Lenders may approve)Effective Date, as determined by an architectural or engineering report approved by the Administrative Agent; (iii) (1) the Administrative Agent must shall 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, in the Pool that do does not disclose any adverse material environmental conditions, other than as set forth in Section 5.17 below, (2) the owner of the subject property must be able to make has made the representations and warranties in Sections 3.05 and 3.07 as to each Mortgaged Property in, or to be added to, the PoolProperty, (3) the owner of the subject Mortgaged Property must have has 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, and 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 other Loan Documents, all in form and substance satisfactory to the Administrative Agent, including, without limitation, (a) entering into a Joinder Agreement in the form attached hereto as Exhibit F executed by such owner and delivered to the Administrative Agent, (b) Borrower, Guarantor, such owner and the Administrative Agent entering into an amendment to the Environmental Indemnity, (c) such owner executing and delivering such other collateral documents with respect to the Mortgage Property in connection with such joinder as required by and in form and substance satisfactory to Administrative Agent, (d) such owner delivering such organizational documents, directors’ or comparable resolutions, secretary’s, incumbency and like certificates, opinions of counsel and other documents as required by the Administrative Agent in connection with such joinder provided the same are consistent with the terms of this Agreement. (v) For any Mortgaged Property whereby an existing lease is being amended to expand the premises covered by such lease pursuant to an Approved Lease, Agent shall complete all reasonable due diligence and monitoring in connection with Revolving Loans; and (vi) the Mortgaged Property is otherwise approved by the Administrative Agent and the Required Lenders in their sole discretion. As of the Effective Date the Real Property assets included in the Pool are listed on Schedule 5.12 attached hereto. (b) Notwithstanding the foregoing, there shall be at least four (4) separate Mortgaged Properties in the Pool.