Common use of Eligibility of Properties Clause in Contracts

Eligibility of Properties. (a) As of the Agreement Date, the Lenders have approved for inclusion in calculations of the Borrowing Base the Properties identified on Schedule 4.1, and such Properties shall become the Initial Unencumbered Pool Properties. (b) If, after the Agreement Date, the Borrower desires that the Lenders include any additional Property in calculations of the Borrowing Base, the Borrower shall so notify the Agent in writing. No Property will be evaluated by the Lenders unless it is an Eligible Unencumbered Pool Property, and unless and until the Borrower delivers to the Agent the following, in form and substance satisfactory to the Agent: (i) a description of such Property, such description to include the age, location, size and Occupancy Rate of such Property; (ii) an operating statement and a rent roll for such Property for the two prior fiscal years, for the current fiscal year through the fiscal quarter most recently ending and for the current fiscal quarter, certified by a representative of the Borrower to the best of such representative’s knowledge as being true and correct in all material respects provided that (x) with respect to any period such Property was not owned by a Loan Party, such information shall only be required to be delivered to the extent reasonably available to the Borrower and (y) if such Property has not been in operation for two years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Agent may reasonably request; (iii) an operating budget for such Property with respect to the current and immediately following fiscal years; (iv) a budget for capital expenditures for the immediately following 12-month period; and (v) such other information the Agent may reasonably request in order to evaluate such Property. (c) If, after receipt and review of the foregoing, unless Agent has reasonably determined that the additional Property does not satisfy the requirements to be an Eligible Unencumbered Pool Property, the Agent will notify the Borrower and each Lender within 10 Business Days after receipt of all of the above items that it is prepared to proceed with the acceptance of such Property as an Unencumbered Pool Property. If the Agent has determined that the additional Property does not satisfy the requirements to be an Eligible Unencumbered Pool Property and therefore that addition of such Property to the Unencumbered Pool requires Requisite Lender approval, the Agent shall so notify the Borrower and the Lenders and shall forward to the Lenders all documents and information submitted by Borrower with respect to such additional Property. In such event each Lender shall notify the Agent whether it approves of the designation of such Property as an Eligible Unencumbered Pool Property, notwithstanding such non-compliance, within 10 Business Days of receipt of such notice and all such documents and information. If a Lender shall fail to so notify the Agent, then such Lender shall be deemed to have approved of such Property as an Eligible Unencumbered Pool Property. Upon approval of such Property as an Eligible Unencumbered Pool Property by the Agent, or, if required, by Requisite Lenders, and upon execution and delivery of all of the documents required to be provided under Section 4.2., such Property shall become an Eligible Unencumbered Pool Property.

Eligibility of Properties. (a) As of the Agreement Date, the Lenders have approved for inclusion in calculations of the Borrowing Base the Properties identified on Schedule 4.1, and such Properties shall become the Initial Unencumbered Pool Properties. (b) If, after the Agreement Date, the Borrower desires that the Lenders include any additional Property in calculations of the Borrowing Base, the Borrower shall so notify the Agent in writing. No Property will be evaluated by the Lenders unless it is an Eligible Unencumbered Pool Property, and unless and until the Borrower delivers to the Agent the following, in form and substance satisfactory to the Agent: (i) a description of such Property, such description to include the age, location, size and Occupancy Rate of such Property; (ii) an operating statement and a rent roll for such Property for the two prior fiscal years, for the current fiscal year through the fiscal quarter most recently ending and for the current fiscal quarter, certified by a representative of the Borrower to the best of such representative’s knowledge as being true and correct in all material respects provided that (x) with respect to any period such Property was not owned by a Loan Party, such information shall only be required to be delivered to the extent reasonably available to the Borrower and (y) if such Property has not been in operation for two years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Agent may reasonably request; (iii) an operating budget for such Property with respect to the current and immediately following fiscal years; (iv) a budget for capital expenditures for the immediately following 12-month period; and (v) such other information the Agent may reasonably request in order to evaluate such Property. (c) If, after receipt and review of the foregoing, unless Agent has reasonably determined that the additional Property does not satisfy the requirements to be an Eligible Unencumbered Pool Property, the Agent will notify the Borrower and each Lender within 10 Business Days after receipt of all of the above items that it is prepared to proceed with the acceptance of such Property as an Unencumbered Pool Property. If the Agent has determined that the additional Property does not satisfy the requirements to be an Eligible Unencumbered Pool Property and therefore that addition of such Property to the Unencumbered Pool requires Requisite Lender approval, the Agent shall so notify the Borrower and the Lenders and shall forward to the Lenders all documents and information submitted by Borrower with respect to such additional Property. In such event each Lender shall notify the Agent whether it approves of the designation of such Property as an Eligible Unencumbered Pool Property, notwithstanding such non-compliance, within 10 Business Days of receipt of such notice and all such documents and information. If a Lender shall fail to so notify the Agent, then such Lender shall be deemed to have approved of such Property as an Eligible Unencumbered Pool Property. Upon approval of such Property as an Eligible Unencumbered Pool Property by the Agent, or, if required, by Requisite Lenders, and upon execution and delivery of all of the documents required to be provided under Section 4.2., such Property shall become an Eligible Unencumbered Pool Property.

Eligibility of Properties. (a) As of the Agreement Date, the Lenders have approved for inclusion in calculations of the Borrowing Base covenants set forth in Sections 10.1.(g) - (i) the Properties identified on Schedule 4.1., and such Properties shall become the Initial Unencumbered Pool Properties. (b) If, after the Agreement Date, the Borrower desires that the Lenders include any additional Property in calculations of the Borrowing Basecovenants set forth in Sections 10.1.(g) — (i), the Borrower shall so notify the Agent in writing. No Property will be evaluated by the Lenders unless it is an Eligible Unencumbered Pool Property, and unless and until the Borrower delivers to the Agent the following, in form and substance reasonably satisfactory to the Agent: (i) a description of such Property, such description to include the age, location, size and Occupancy Rate of such Property; (ii) an operating statement and a rent roll for such Property for the two prior fiscal years, for the current fiscal year through the fiscal quarter most recently ending and for the current fiscal quarter, certified by a representative of the Borrower to the best of such representative’s knowledge as being true and correct in all material respects provided that (x) with respect to any period such Property was not owned by a Loan Party, such information shall only be required to be delivered to the extent reasonably available to the Borrower and (y) if such Property has not been in operation for two years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Agent may reasonably request; (iii) an operating budget for such Property with respect to the current and immediately following fiscal years; (iv) a budget for capital expenditures for the immediately following 12-month period; and (v) such other information the Agent may reasonably request in order to evaluate such Property. (c) If, after receipt and review of the foregoing, unless Agent has reasonably determined that the additional Property does not satisfy the requirements to be an Eligible Unencumbered Pool Property, the Agent will notify the Borrower and each Lender within 10 Business Days after receipt of all of the above items that it is prepared to proceed with the acceptance of such Property as an Unencumbered Pool Property. If the Agent has determined that the additional Property does not satisfy the requirements to be an Eligible Unencumbered Pool Property and therefore that addition of such Property to the Unencumbered Pool requires Requisite Lender approval, the Agent shall so notify the Borrower and the Lenders and shall forward to the Lenders all documents and information submitted by Borrower with respect to such additional Property. In such event each Lender shall notify the Agent whether it approves of the designation of such Property as an Eligible Unencumbered Pool Property, notwithstanding such non-compliance, within 10 Business Days of receipt of such notice and all such documents and information. If a Lender shall fail to so notify the Agent, then such Lender shall be deemed to have approved of such Property as an Eligible Unencumbered Pool Property. Upon approval of such Property as an Eligible Unencumbered Pool Property by the Agent, or, if required, by Requisite Lenders, and upon execution and delivery of all of the documents required to be provided under Section 4.2., such Property shall become an Eligible Unencumbered Pool Property.

Eligibility of Properties. (a) As of the Agreement Date, the Lenders have approved for inclusion in calculations of the Borrowing Base the Properties identified on Schedule 4.1. Upon satisfaction of the conditions set forth in Section 4.2., and such Properties shall become the Initial Unencumbered Pool Collateral Properties. (b) If, after the Agreement Date, the Borrower desires that the Lenders include any additional Property in calculations of the Borrowing Base, the Borrower shall so notify the Agent in writing. No Property will be evaluated by the Lenders unless it is an Eligible Unencumbered Pool Property, and unless and until the Borrower delivers to the Agent the following, in form and substance satisfactory to the Agent: (i) a description of such Property, such description to include the age, location, location and size and Occupancy Rate of such Property; (ii) an operating statement and a rent roll for with respect to such Property for each of the two prior fiscal years, years and for the current fiscal year through the fiscal quarter most recently ending and for the current fiscal quarter, certified by a representative of the Borrower to the best of such representative’s knowledge as being true and correct in all material respects provided respects; provided, that (x) with respect to any period such Property was not owned by a Loan Party, such information shall only be required to be delivered to the extent reasonably available to the Borrower and (y) if such Property has not been in operation for two years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Agent may reasonably requestBorrower; (iii) a pro forma operating statement or an operating budget for such Property with respect to the current and immediately following fiscal years; (iv) a budget for capital expenditures for the immediately following 12-month periodperiod showing funding sources acceptable to the Agent; (v) a “Phase I” environmental assessment of such Property not more than 12 months old prepared by an environmental engineering firm acceptable to the Agent and upon which the Agent and the Lenders are expressly permitted to rely, and any additional environmental studies or assessments available to the Borrower performed with respect to such Property; and (vvi) such other information the Agent may reasonably request in order to evaluate such Property. (c) If, after receipt and review of the foregoing, unless the Agent has reasonably determined that the additional is prepared to proceed with acceptance of such Property does not satisfy the requirements to be an Eligible Unencumbered Pool as a Collateral Property, the Agent will so notify the Borrower and each Lender within 10 15 Business Days after receipt of all of the above items that it is prepared to proceed with items, and the acceptance Agent will obtain an Appraisal of such Property as an Unencumbered Pool Propertyin order to determine the Appraised Value thereof. If the Agent has determined that the additional Property does not satisfy the requirements to be an Eligible Unencumbered Pool Property and therefore that addition of After obtaining such Property to the Unencumbered Pool requires Requisite Lender approvalAppraisal, the Agent shall so notify will promptly submit the Borrower foregoing documents and information, including the Appraisal and the Lenders and shall forward Appraised Value, to the Lenders, for approval by the Requisite Lenders all documents and information submitted by Borrower with respect to such additional Propertywithin 10 Business Days thereafter. In such event each Each Lender shall notify the Agent whether it approves of the designation of such Property as an Eligible Unencumbered Pool Property, notwithstanding such non-compliance, a Collateral Property within 10 Business Days of receipt of such notice and all such documents and information. If a Lender shall fail to so notify the Agent, then such Lender shall be deemed to have approved of such Property as an Eligible Unencumbered Pool Property. Upon approval of such Property as an Eligible Unencumbered Pool Property by the Agent, or, if required, by Requisite Lenders, and upon execution and delivery of all of the documents required to be provided under Section 4.2., such Property shall become a Collateral Property. With respect to any use of proceeds of the Loans to repay Indebtedness in jurisdictions imposing a mortgage recording tax, the Lenders hereby agree to reasonably cooperate with Borrower in taking an Eligible Unencumbered Pool Propertyassignment of an existing mortgage or otherwise to achieve any mortgage tax savings.

Eligibility of Properties. (a) As of the Agreement Date, the Lenders have approved for inclusion in calculations of the Borrowing Base the Properties identified on Schedule 4.1., and as well as the Borrowing Base Value initially attributable to each such Property. Upon satisfaction of the conditions set forth in Section 6.3., such Properties shall become the Initial Unencumbered Pool Borrowing Base Properties. (b) If, after the Agreement Date, the Borrower desires that the Lenders include any additional Property in calculations of the Borrowing Base, the Borrower shall so notify the Agent in writing. No Property will be evaluated by the Lenders unless it is an Eligible Unencumbered Pool Property, and unless and until the Borrower delivers to the Agent the following, in form and substance satisfactory to the Agent: (i) a description of such Property, such description to include the age, location, size and Occupancy Rate of such Property; (ii) an operating statement and a rent roll for such Property for the two prior fiscal years, for the current fiscal year through the fiscal quarter most recently ending and for the current fiscal quarter, certified by a representative of the Borrower to the best of such representative’s 's knowledge as being true and correct in all material respects provided that (x) that, with respect to any period such Property was not owned by a Loan Party, such information shall only be required to be delivered to the extent reasonably available to the Borrower and (y) if such Property has not been in operation for two years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Agent may reasonably requestBorrower; (iii) an operating budget for such Property with respect to the current and immediately following fiscal yearsyear; (iv) copies of all engineering, mechanical, structural and maintenance studies performed with respect to such Property not more than twelve months old; (v) a budget for capital expenditures for "Phase I" environmental assessment of such Property not more than 12 months old prepared by an environmental engineering firm acceptable to the immediately following 12-month periodAgent, and any additional environmental studies or assessments available to the Borrower performed with respect to such Property; (vi) a copy of the most recent ALTA Owner's Policy of Title Insurance (or if such policy has not been issued, a binding commitment to issue such policy) relating to such Property showing fee simple title being vested in the Borrower or a Subsidiary and all matters of record; (vii) evidence that such Property complies with applicable zoning and land use laws; (viii) copies of any leases covering 5,000 square feet or more of such Property; (ix) copies of (A) all Property Management Agreements and all other material contracts, if any, which will relate to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property, and (B) if such Property is not yet owned by the Borrower or a Subsidiary, the purchase agreement pursuant to which the Borrower or a Subsidiary is to acquire such Property; and (vx) such other information the Agent or Lenders may reasonably request in order to evaluate such Property. (c) If, after receipt and review of the foregoingforegoing documents and information, unless the Agent has reasonably determined that the additional is prepared to proceed with acceptance of such Property does not satisfy the requirements to be an Eligible Unencumbered Pool as a Borrowing Base Property, the Agent will so notify the Borrower and each Lender within 10 Business Days after receipt of all of the above items that it is prepared to proceed with information provided above, and the acceptance Agent will obtain an Appraisal of such Property as an Unencumbered Pool Propertyin order to determine the Appraised Value thereof. If the Agent has determined that the additional Property does not satisfy the requirements to be an Eligible Unencumbered Pool Property and therefore that addition of After obtaining such Property to the Unencumbered Pool requires Requisite Lender approvalAppraisal, the Agent shall so notify will promptly submit the Borrower foregoing documents and information, including the Appraisal and the Lenders and shall forward Appraised Value, to the Lenders, for approval by the Requisite Lenders all documents and information submitted by Borrower with respect to such additional Propertywithin 10 Business Days thereafter. In such event each Each Lender shall notify the Agent whether it approves of the designation of such Property as an Eligible Unencumbered Pool Property, notwithstanding such non-compliance, a Borrowing Base Property within 10 Business Days of receipt of such notice and all such documents and information. If a Lender shall fail to so notify the Agent, then such Lender shall be deemed to have approved of such Property as an Eligible Unencumbered Pool Property. Upon approval of such Property as an Eligible Unencumbered Pool Property by the Agent, or, if required, by Requisite Lenders, and upon execution and delivery of all of the following, such Property shall become a Borrowing Base Property: (i) if at such time the Borrower does not have an Investment Grade Rating from the Rating Agencies, all of the documents required to be provided under Section 4.26.3. if not previously delivered to the Agent; and (ii) such other items or documents as may be appropriate under the circumstances as reasonably requested by the Agent., such Property shall become an Eligible Unencumbered Pool Property.

Eligibility of Properties. (a) As of the Agreement Date, the Lenders have approved for inclusion in calculations of the Borrowing Base parties agree that the Properties identified on Schedule 4.1, . are Collateral Properties and have the Appraised Values and Implied Debt Service Values set forth on such Properties shall become Schedule. The amount of the Initial Unencumbered Pool PropertiesBorrowing Base as of the Agreement Date is as set forth on such Schedule. (b) If, after the Agreement Date, the Borrower desires that the Lenders include any additional Property be included in calculations of the Borrowing Base, the Borrower shall so notify the Agent in writing. No Property will be evaluated by the Lenders for inclusion as a Collateral Property unless it is an Eligible Unencumbered Pool PropertyProperty (subject to the immediately following subsection (c)(ii)), and unless and until the Borrower delivers to the Agent each of the following, in form and substance reasonably satisfactory to the Agent: (i) a description of such Property, such description to include the age, location, size and Occupancy Rate occupancy rate of such Property; (ii) an operating statement and a rent roll for with respect to such Property for each of the two prior fiscal years, years and for the current fiscal year through the fiscal quarter most recently ending and for the current fiscal quarter, certified by a representative of the Borrower to the best of such representative’s knowledge as being true and correct in all material respects provided respects; provided, that (x) with respect to any period such Property was not owned by a Loan Party, such information shall only be required to be delivered to the extent reasonably available to the Borrower and (y) if such Property has not been in operation for at least two years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Agent may reasonably request; (iii) a pro forma operating statement or an operating budget for such Property with respect to the current and immediately following fiscal years; (iv) a budget for capital expenditures for the immediately following 12-month periodperiod showing funding sources reasonably acceptable to the Agent; (v) a “Phase I” environmental assessment of such Property not more than 12 months old prepared by an environmental engineering firm acceptable to the Agent and upon which the Agent and the Lenders are expressly permitted to rely, and any additional environmental studies or assessments performed with respect to such Property that are readily available to, or obtainable by, the Borrower without undue expense; (vi) copies of all material permits and licenses relating to the use, ownership, occupancy and operation of such Property; (vii) an inspection report prepared by an architect or engineer acceptable to the Agent and addressed to the Agent for the benefit of the Lenders with respect to such Property; (viii) if requested by the Agent, copies of all engineering, mechanical, structural and maintenance studies performed with respect to such Property not more than twelve months old and that are readily available to, or obtainable by, the Borrower without undue expense; (ix) evidence that the insurance that will be required under the applicable Loan Document for such Property if admitted as a Collateral Property will be in effect; and (vx) such other information the Agent may reasonably request in order to evaluate such Property. (c) IfIf such Property is an Eligible Property, then the procedures regarding the approval of such Property contained in the following clause (i) shall apply. Otherwise, the procedures contained in the immediately following clause (ii) shall apply. (i) Within 10 Business Days after receipt and review of the foregoing, unless Agent has reasonably determined that the additional Property does not satisfy the requirements to be an Eligible Unencumbered Pool Property, the Agent will notify the Borrower and each Lender within 10 Business Days after receipt of all of if the above items that it Agent is prepared to proceed with the acceptance of such Property as a Collateral Property. Upon the earlier of (A) the Borrower’s request or (B) the Agent notifying the Borrower and Lenders that the Agent is prepared to proceed with acceptance of such Property as a Collateral Property, the Agent will order an Unencumbered Pool PropertyAppraisal of such Property in order to determine the Appraised Value thereof. After obtaining such Appraisal, the Agent shall notify the Borrower and the Lenders whether the Agent approves of the designation of such Property as a Collateral Property within 5 Business Days of receipt of all such documents and information including the Appraisal and if it does, the Agent shall notify the Borrower and the Lenders of the Appraised Value and provide each Lender with a copy of such Appraisal for approval by the Requisite Lenders within 5 Business Days thereafter. If the Agent has determined that the additional Property does not satisfy the requirements shall fail to be an Eligible Unencumbered Pool Property and therefore that addition of such Property to the Unencumbered Pool requires Requisite Lender approval, the Agent shall so notify the Borrower and the Lenders, then the Agent shall be deemed to have not approved the designation of such Property as a Collateral Property. If a Lender shall fail to notify the Agent of its approval of such an Appraisal and Appraised Value, then such Lender shall be deemed to have approved of such Appraisal and Appraised Value. Upon approval of such Property by the Agent, approval of the Appraisal and Appraised Value by the Requisite Lenders and execution and delivery of all of the documents required to be provided under Section 4.2., such Property shall forward become a Collateral Property and shall be included in determinations of the Borrowing Base in accordance with the terms hereof. (ii) Within 15 Business Days after receipt and review of the foregoing, the Agent will notify the Borrower and each Lender if the Agent is prepared to proceed with acceptance of such Property as a Collateral Property. Upon the earlier of (A) the Borrower’s request or (B) the Agent notifying the Borrower and Lenders that the Agent is prepared to proceed with acceptance of such Property as a Collateral Property, the Agent will order an Appraisal of such Property in order to determine the Appraised Value thereof. After obtaining such Appraisal, the Agent will promptly submit the foregoing documents and information, including the Appraisal and the Appraised Value, to the Lenders, for approval by the Requisite Lenders all documents and information submitted by Borrower with respect to such additional Propertywithin 10 Business Days thereafter. In such event each Each Lender shall notify the Agent whether it approves of the designation of such Property as an Eligible Unencumbered Pool Property, notwithstanding such non-compliance, a Collateral Property within 10 Business Days of receipt of such notice and all such documents and information. If a Lender shall fail to so notify the Agent, then such Lender shall be deemed to have approved of such Property as an Eligible Unencumbered Pool Property. Upon approval (or deemed approval) of such Property as an Eligible Unencumbered Pool Property by the Agent, or, if required, by Requisite Lenders, and upon execution and delivery of all of the documents required to be provided under Section 4.2., such Property shall become a Collateral Property and shall be included in determinations of the Borrowing Base in accordance with the terms hereof. (d) In the case of any Property located in a jurisdiction imposing a mortgage recording tax, the Agent and the Lenders agree to take such actions as the Borrower may reasonably request to achieve any mortgage tax savings, including taking an Eligible Unencumbered Pool Propertyassignment of an existing Mortgage.

Eligibility of Properties. (a) As of the Agreement Date, the Lenders have approved for inclusion in calculations of the Borrowing Base the Properties identified on Schedule 4.1. Upon satisfaction of the conditions set forth in Section 4.2., and such Properties shall become the Initial Unencumbered Pool Collateral Properties. (b) If, after the Agreement Date, the Borrower desires that the Lenders include any additional Property in calculations of the Borrowing Base, the Borrower shall so notify the Agent in writing. No Property will be evaluated by the Lenders unless it is an Eligible Unencumbered Pool Property, and unless and until the Borrower delivers to the Agent the following, in form and substance satisfactory to the Agent: (i) a description of such Property, such description to include the age, location, size and Occupancy Rate of such Property; (ii) an operating statement and a rent roll for such Property for the two prior fiscal years, for the current fiscal year through the fiscal quarter most recently ending and for the current fiscal quarter, certified by a representative of the Borrower to the best of such representative’s knowledge as being true and correct in all material respects provided that (x) with respect to any period such Property was not owned by a Loan Party, such information shall only be required to be delivered to the extent reasonably available to the Borrower and (y) if such Property has not been in operation for two years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Agent may reasonably request; (iii) an operating budget for such Property with respect to the current and immediately following fiscal years; (iv) a budget for capital expenditures for the immediately following 12-month period; and (v) such other information the Agent may reasonably request in order to evaluate such Property. (c) If, after receipt and review of the foregoing, unless the Agent has reasonably determined that the additional is prepared to proceed with acceptance of such Property does not satisfy the requirements to be an Eligible Unencumbered Pool as a Collateral Property, the Agent will so notify the Borrower and each Lender within 10 Business Days after receipt of all of the above items that it is prepared to proceed with items, and the acceptance Agent will obtain an Appraisal of such Property as an Unencumbered Pool Propertyin order to determine the Appraised Value thereof. If the Agent has determined that the additional Property does not satisfy the requirements to be an Eligible Unencumbered Pool Property and therefore that addition of After obtaining such Property to the Unencumbered Pool requires Requisite Lender approvalAppraisal, the Agent shall so notify will promptly submit the Borrower foregoing documents and information, including the Appraisal and the Lenders and shall forward Appraised Value, to the Lenders, for approval by the Requisite Lenders all documents and information submitted by Borrower with respect to such additional Propertywithin 10 Business Days thereafter. In such event each Each Lender shall notify the Agent whether it approves of the designation of such Property as an Eligible Unencumbered Pool Property, notwithstanding such non-compliance, a Collateral Property within 10 Business Days of receipt of such notice and all such documents and information. If a Lender shall fail to so notify the Agent, then such Lender shall be deemed to have approved of such Property as an Eligible Unencumbered Pool Property. Upon approval of such Property as an Eligible Unencumbered Pool Property by the Agent, or, if required, by Requisite Lenders, and upon execution and delivery of all of the documents required to be provided under Section 4.2., such Property shall become an Eligible Unencumbered Pool a Collateral Property.

Eligibility of Properties. (a) As of the Agreement Date, the Lenders have approved for inclusion in calculations of the Borrowing Base the Properties identified on Schedule 4.1. having the Appraised Values and Implied Debt Service Coverage Values as set forth on such Schedule. Upon satisfaction of the conditions set forth in Section 4.2., and such Properties shall become the Initial Unencumbered Pool Collateral Properties. (b) If, after the Agreement Date, the Borrower desires that the Lenders include any additional Property be included in calculations of the Borrowing Base, the Borrower shall so notify the Agent in writing. No Property will be evaluated by for inclusion of calculations of the Lenders Borrowing Base unless it is an Eligible Unencumbered Pool Property, and unless and until the Borrower delivers to the Agent each of the following, in form and substance satisfactory to the Agent: (i) a description of such Property, such description to include the age, location, location and size and Occupancy Rate of such Property; (ii) an operating statement and a rent roll for with respect to such Property for each of the two three prior fiscal years, years and for the current fiscal year through the fiscal quarter most recently ending and for the current fiscal quarter, certified by a representative of the Borrower to the best of such representative’s knowledge as being true and correct in all material respects provided respects; provided, that (x) with respect to any period such Property was not owned by a Loan Party, such information shall only be required to be delivered to the extent reasonably available to the Borrower and (y) if such Property has not been in operation for two years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Agent may reasonably requestBorrower; (iii) a pro forma operating statement or an operating budget for such Property with respect to the current and immediately following fiscal years; (iv) a budget for capital expenditures for the immediately following 12-month period; andperiod showing funding sources acceptable to the Agent; (v) a “Phase I” (and a “Phase II” where warranted) environmental assessment of such Property not more than 12 months old prepared by an environmental engineering firm acceptable to the Agent and upon which the Agent and the Lenders are expressly permitted to rely, and any additional environmental studies or assessments available to the Borrower performed with respect to such Property; (vi) such other information the Agent may reasonably request in order to evaluate such Property. (c) If, after receipt and review of the foregoing, unless the Agent has reasonably determined that the additional is prepared to proceed with acceptance of such Property does not satisfy the requirements to be an Eligible Unencumbered Pool as a Collateral Property, the Agent will so notify the Borrower and each Lender within 10 Business Days after receipt of all of the above items that it is prepared to proceed with items, and the acceptance Agent will obtain an Appraisal of such Property as an Unencumbered Pool Propertyin order to determine the Appraised Value thereof. If the Agent has determined that the additional Property does not satisfy the requirements to be an Eligible Unencumbered Pool Property and therefore that addition of After obtaining such Property to the Unencumbered Pool requires Requisite Lender approvalAppraisal, the Agent shall so notify will promptly submit the Borrower foregoing documents and information, including the Appraisal and the Lenders and shall forward Appraised Value, to the Lenders all documents and information submitted Lenders, for approval by Borrower with respect to such additional Propertythe Requisite Lenders. In such event each Each Lender shall notify the Agent whether it approves of the designation of such Property as an Eligible Unencumbered Pool Property, notwithstanding such non-compliance, a Collateral Property within 10 15 Business Days of receipt of such notice and all such documents and information. If a Lender shall fail to so notify the Agent, then such Lender shall be deemed to have approved of such Property as an Eligible Unencumbered Pool Property. Upon approval of such Property as an Eligible Unencumbered Pool Property by the Agent, or, if required, by Requisite Lenders, and upon execution and delivery of all of the documents required to be provided under Section 4.2., such Property shall become an Eligible Unencumbered Pool a Collateral Property. (d) In the case of any Property located in a jurisdiction imposing a mortgage recording tax, the Agent and the Lenders agree to take such actions as the Borrower may reasonably request to achieve any mortgage recording tax savings, including taking an assignment of an existing mortgage, in each case consistent with local practice and Applicable Law.