Common use of Property Pool Clause in Contracts

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 prohibiting or limiting such Borrower’s or Subsidiary’s ability to sell, transfer or convey such Property. 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) If any Property to be included in the Pool is owned by a Subsidiary of Borrower, it may be included in the Pool only if: (i) the owner of the Property is either (A) a wholly owned Subsidiary of the Borrower or (B) if not a wholly owned Subsidiary, then (1) the Value of the Property owned by such Subsidiary (“Partial Subsidiary Real Estate”) to be used in the calculation in clause (a) above shall be as provided in clause (a) multiplied by the cumulative percentage interest of the Subsidiary owned by the Borrower, and (2) the Borrower controls all major decisions regarding the Partial Subsidiary Real Estate, including the right to sell or refinance the Partial Subsidiary Real Estate; and (ii) the owner of the Property (A) executes a Guaranty in Proper Form and delivers it to the Agent, together with such Subsidiary’s Organizational Documents and current certificates of existence and good standing for the state in which it is organized, and such Guaranty must remain in full force and effect, and (B) would not at any time be in default of Sections 7.1 (f), (g), (h), (i) or (j), if said subsections were applicable to said owner. (c) If the Borrower requests inclusion of assets in the Pool that do not meet the requirements of this Section 5.15, then such assets may only be included in the Pool upon the prior written approval of the Majority Lenders.

Property Pool. (a) The Borrower will and, subject to Section 5.15(b), the Borrower’s '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) such that the total amount of the Borrower’s 's Indebtedness other than Secured Debt outstanding from time to time, shall never be greater than sixty fifty-five percent (6055%) 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 with net rentable area of not less than 30,000 square feet (including properties containing multiple buildings in based on the number of square feet of the Industrial Buildings owned by the Borrower or its Subsidiary within one industrial park(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 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) assets in the Pool (other than the assets listed in the proviso of clause (a) above) must be located in Approved Markets; (iii) 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, (iv) the Property is not subject to or affected by any Limiting Agreement, and (iiiv) no Property the Occupancy Level of the Pool in the Pool shall aggregate must be owned by a Borrower or Subsidiary which has a provision in its Organizational Documents which has or may have the effect of prohibiting or limiting such Borrower’s or Subsidiary’s ability to sell, transfer or convey such Propertyat 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 foregoing, (i) the maximum Value of the Pool that consists of Eligible Ground Leases is fifteen percent (15%) of the Value of the Pool, before adding the effect of said Property; and (ii) the maximum Value of the Pool attributable to a single Property is fifteen percent (15%) of the Value of the Pool before adding the effect of said Property. (c) If any Property to be included in the Pool is owned by a Subsidiary of Borrower, it may be included in the Pool only if: (i) the owner of the Property is either (A) a wholly owned Subsidiary of the Borrower or (B) if not a wholly owned Subsidiary, then (1) the Value of the Property owned by such Subsidiary (“"Partial Subsidiary Real Estate”") to be used in the calculation in clause (a) above shall be as provided in clause (a) multiplied by the cumulative percentage interest of the Subsidiary owned by the Borrower, and (2) the maximum value of the Pool that can be attributable to Partial Subsidiary Real Estate is ten percent (10%) of the value of the Pool before adding the effect of the Partial Subsidiary Real Estate, and (3) the Borrower owns at least seventy-five percent (75%) of the indicia of ownership of the Subsidiary, and controls all major decisions regarding the Partial Subsidiary Real Estate, including the right to sell or refinance the Partial Subsidiary Real Estate; and (ii) the owner of the Property (A) executes a Guaranty in Proper Form and delivers it to the Agent, together with such Subsidiary’s 's Organizational Documents and current certificates of existence and good standing for the state in which it is organized, and such Guaranty must remain in full force and effect, and (B) would not at any time be in default of Sections 7.1 (f), (g), (h), (i) or (j), if said subsections were applicable to said owner. (cd) If the Borrower requests inclusion of assets in the Pool that do not meet the requirements of this Section 5.15, then such assets may only be included in the Pool upon the prior written approval of the Majority Lenders.

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 (1) 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 prohibiting or limiting such Borrower’s or Subsidiary’s ability to sell, transfer or convey such Property. 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.Buildings (b) If any Property to be included in the Pool is owned by a Subsidiary of Borrower, it may be included in the Pool only if: : (i) the owner of the Property is either (A) a wholly owned Subsidiary of the Borrower or (B) if not a wholly owned Subsidiary, then (1) the Value of the Property owned by such Subsidiary (“Partial Subsidiary Real Estate”) to be used in the calculation in clause (a) above shall be as provided in clause (a) multiplied by the cumulative percentage interest of the Subsidiary owned by the Borrower, and (2) the Borrower controls all major decisions regarding the Partial Subsidiary Real Estate, including the right to sell or refinance the Partial Subsidiary Real Estate; and and (ii) the owner of the Property (A) executes a Guaranty in Proper Form and delivers it to the Agent, together with such Subsidiary’s Organizational Documents and current certificates of existence and good standing for the state in which it is organized, and such Guaranty must remain in full force and effect, and (B) would not at any time be in default of Sections 7.1 (f), (g), (h), (i) or (j), if said subsections were applicable to said owner. (c) If the Borrower requests inclusion of assets in the Pool that do not meet the requirements of this Section 5.15, then such assets may only be included in the Pool upon the prior written approval of the Majority Lenders.

Property Pool. (a) The Borrower will and, subject to Section 5.15(b), the Borrower’s '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 '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 prohibiting or limiting such Borrower’s 's or Subsidiary’s 's ability to sell, transfer or convey such Property, and (iv) the Occupancy Level of the Pool in the aggregate must be at least eighty percent (80%), provided that, in order to meet such eighty percent (80%) requirement, the Borrower may designate one (1) or more Properties to be excluded from the Pool for a period of time to be determined by the Borrower, so long as any such Property so designated will also be excluded in the calculation of Value during such period of time. Borrower will provide written notice to the Agent of each Property so designated and will also provide written notice to the Agent when such Property shall once again be included in such calculations, with each such written notice to be effective upon Agent's receipt thereof. 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) If any Property to be included in the Pool is owned by a Subsidiary of Borrower, it may be included in the Pool only if: (i) the owner of the Property is either (A) a wholly owned Subsidiary of the Borrower or (B) if not a wholly owned Subsidiary, then (1) the Value of the Property owned by such Subsidiary (“"Partial Subsidiary Real Estate”") to be used in the calculation in clause (a) above shall be as provided in clause (a) multiplied by the cumulative percentage interest of the Subsidiary owned by the Borrower, and (2) the Borrower controls all major decisions regarding the Partial Subsidiary Real Estate, including the right to sell or refinance the Partial Subsidiary Real Estate; and (ii) the owner of the Property (A) executes a Guaranty in Proper Form and delivers it to the Agent, together with such Subsidiary’s 's Organizational Documents and current certificates of existence and good standing for the state in which it is organized, and such Guaranty must remain in full force and effect, and (B) would not at any time be in default of Sections 7.1 (f7.1(f), (g), (h), (i) or (j), if said subsections were applicable to said owner. (c) If the Borrower requests inclusion of assets in the Pool that do not meet the requirements of this Section 5.15, then such assets may only be included in the Pool upon the prior written approval of the Majority Lenders.

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 after the fiscal quarter during which the Borrower or such Subsidiary completed such Material Acquisition and the three fiscal quarters immediately following the fiscal quarterquarter in which such Material Acquisition was completed, (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 prohibiting or limiting such Borrower’s or Subsidiary’s ability to sell, transfer or convey such Property. 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) If any Property to be included in the Pool is owned by a Subsidiary of Borrower, it may be included in the Pool only if: (i) the owner of the Property is either (A) a wholly owned Subsidiary of the Borrower or (B) if not a wholly owned Subsidiary, then (1) the Value of the Property owned by such Subsidiary (“Partial Subsidiary Real Estate”) to be used in the calculation in clause (a) above shall be as provided in clause (a) multiplied by the cumulative percentage interest of the Subsidiary owned by the Borrower, and (2) the Borrower controls all major decisions regarding the Partial Subsidiary Real Estate, including the right to sell or refinance the Partial Subsidiary Real Estate; and (ii) the owner of the Property (A) executes a Guaranty in Proper Form and delivers it to the Agent, together with such Subsidiary’s Organizational Documents and current certificates of existence and good standing for the state in which it is organized, and such Guaranty must remain in full force and effect, and (B) would not at any time be in default of Sections 7.1 (f), (g), (h), (i) or (j), if said subsections were applicable to said owner. (c) If the Borrower requests inclusion of assets in the Pool that do not meet the requirements of this Section 5.15, then such assets may only be included in the Pool upon the prior written approval of the Majority Lenders.