Common use of Property Pool Clause in Contracts

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 (iii) for which Borrower and its Pool Consolidated Affiliates must have received from third-party independent environmental consultants, written assessments for each Property in, or to be added to, the Operating Sub-Pool that do not disclose any material environmental conditions or risks related to such Properties. Notwithstanding the foregoing, the Operating Sub-Pool shall not, as of any date, include Refrigerated Warehouse Properties and International Properties having an Implied Value exceeding in the aggregate ten percent (10%) of the Implied Value of all Properties in the Operating Sub-Pool as of such date. (c) For purposes of calculating the Historical Value or the Implied Value, (i) any amounts attributable to Properties owned by an International Consolidated Affiliate whose Subsidiary Guaranty is, pursuant to the requirements of any Laws, limited in amount shall not exceed the amount of the Obligation guaranteed by such International Consolidated Affiliate pursuant to its Subsidiary Guaranty, and (ii) any amounts attributable to Properties owned by ProLogis Services shall not exceed the amount of any Indebtedness of ProLogis Services to Borrower that is secured by first-priority Lien in such Properties, which Indebtedness and Lien are pledged to Administrative Agent, for the benefit of the Credit Parties, pursuant to the Pledge Agreements.

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 PropertiesProperties located in the United States, and (ii) the equivalent of fee simple title to International Properties located outside the United States, and (iii) equity investments in Unconsolidated Affiliates permitted hereunder that have no direct or indirect Liabilities (other than Liabilities to Borrower and accounts payable arising in the ordinary course of each such Unconsolidated Affiliate's business) (the Properties and other assets described in (i) ), (ii), and (iiiii) being the "Pool"), ) with an aggregate Historical Value less the outstanding balance of any assessment bonds on such Properties (plus the sum of Borrower's and its Pool Consolidated Affiliates' cash and Cash Equivalents, but only if no Principal Debt is outstanding as of the date of determination) 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) Borrower's consolidated unsecured Total Indebtedness outstanding on such date (including Unsecured Debt unsecured Total Indebtedness of Unconsolidated Affiliates to the extent that if the holder of such Total Indebtedness has recourse against any Company Borrower or a Consolidated Affiliate of Borrower for the payment of such Indebtedness, except Total Indebtedness other than 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) located in the United States (the "Operating Sub-Pool"): (i) with an Implied Value a Required Level (plus the sum of Borrower's and its Pool Consolidated Affiliates' cash and Cash Equivalents, but only if no Principal Debt is outstanding as of the date of determination) 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) Borrower's consolidated unsecured Total Indebtedness outstanding from time to time-to-time (including Unsecured Debt unsecured Total Indebtedness of Unconsolidated Affiliates to the extent that if the holder of such Total Indebtedness has recourse against any Company Borrower or a Consolidated Affiliate of Borrower for the payment of such Indebtedness, except Total Indebtedness other than 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 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 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 (iii) for which Borrower and its Pool Consolidated Affiliates must have received from third-party independent environmental consultants, written assessments for each Property property in, or to be added to, the Operating Sub-Pool that do not disclose any material environmental conditions or risks related to such Properties. Notwithstanding the foregoing, the Operating Sub-Pool shall not, as of any date, include Refrigerated Warehouse Properties and International Properties having an Implied Value exceeding in the aggregate ten percent (10%) of the Implied Value of all Properties in the Operating Sub-Pool as of such date. (c) For purposes of calculating the Historical Value or the Implied Value, (i) any amounts attributable to Properties owned by an International Consolidated Affiliate whose Subsidiary Guaranty is, pursuant to the requirements of any Laws, limited in amount shall not exceed the amount of the Obligation guaranteed by such International Consolidated Affiliate pursuant to its Subsidiary Guaranty, and (ii) any amounts attributable to Properties owned by ProLogis Services shall not exceed the amount of any Indebtedness of ProLogis Services to Borrower that is secured by first-priority Lien in such Properties, which Indebtedness and Lien are pledged to Administrative Agent, for the benefit of the Credit Parties, pursuant to the Pledge Agreements.

Property Pool. (aA) 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 Properties, (the Properties and other assets described in (i) and (iiII) being the "PoolPOOL"), ) with an aggregate Historical Value less the outstanding balance of any assessment bonds on such Properties (plus the sum of Borrower's and its Pool Consolidated Affiliates' cash and Cash Equivalents, but only if no Principal Debt is outstanding as of the date of determination) 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) Borrower's consolidated unsecured Indebtedness outstanding on such date (including Unsecured Debt unsecured Indebtedness of Unconsolidated Affiliates to the extent that if the holder of such Indebtedness has recourse against any Company Borrower or a Consolidated Affiliate of Borrower for the payment of such Indebtedness, except Indebtedness other than to the extent of any security therefor or pursuant to any Customary Recourse Exceptions). (bB) 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 SubOPERATING SUB-PoolPOOL"): (i) with an Implied Value a Required Level (plus the sum of Borrower's and its Pool Consolidated Affiliates' cash and Cash Equivalents, but only if no Principal Debt is outstanding as of the date of determination) 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) Borrower's consolidated unsecured Indebtedness outstanding from time to time (including Unsecured Debt unsecured Indebtedness of Unconsolidated Affiliates to the extent that if the holder of such Indebtedness has recourse against any Company Borrower or a Consolidated Affiliate of Borrower for the payment of such Indebtedness, except Indebtedness other than 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 (iii) for which Borrower and its Pool Consolidated Affiliates must have received from third-party independent environmental consultants, written assessments for each Property property in, or to be added to, the Operating Sub-Pool that do not disclose any material environmental conditions or risks related to such Properties. Notwithstanding the foregoing, the Operating Sub-Pool shall not, as of any date, include Refrigerated Warehouse Properties and International Properties having an Implied Value exceeding in the aggregate ten twenty percent (1020%) of the Implied Value of all Properties in the Operating Sub-Pool Required Level as of such date. (cC) For purposes of calculating the Historical Value or the Implied ValueRequired Level, (i) any amounts attributable to Properties owned by an International Consolidated Affiliate whose Subsidiary Guaranty is, pursuant to the requirements of any Laws, limited in amount shall not exceed the amount of the Obligation guaranteed by such International Consolidated Affiliate pursuant to its Subsidiary Guaranty, and (ii) any amounts attributable to Properties owned by ProLogis Services shall not exceed the amount of any Indebtedness of ProLogis Services to Borrower that is secured by first-priority Lien in such Properties, which Indebtedness and Lien are pledged to Administrative Agent, for the benefit of the Credit Parties, pursuant to the Pledge Agreements.