Unencumbered Pool Assets Clause Samples

Unencumbered Pool Assets. As of the Agreement Date, Schedule 6.1.(y) is a correct and complete list of all Unencumbered Pool Assets. Each of the assets included by the Borrower in calculations of Gross Asset Value of the Unencumbered Pool satisfies all of the requirements contained in the definition of “Unencumbered Pool Asset”.

Unencumbered Pool Assets. Each Unencumbered Pool Asset included in any calculation of the Unencumbered Asset Value satisfies all of the requirements set forth in definition of “Eligible Assets”.

Unencumbered Pool Assets. (a) The Eligible Real Estate included as Unencumbered Pool Assets and in the calculation of the Unencumbered Pool Aggregate Asset Value shall at all times satisfy all of the following conditions (unless otherwise permitted pursuant to §7.20(b)): (i) the Eligible Real Estate shall be owned one hundred percent (100%) in fee simple, or leased under a Ground Lease as to which no Ground Lease Default has occurred, by the Borrower or a Subsidiary Guarantor, in each case free and clear of all Liens other than the Liens permitted in §8.2(i), (iv) and (ix), and such Eligible Real Estate shall not have applicable to it any restriction which prohibits or purports to prohibit the sale, pledge, transfer, mortgage or assignment of such Eligible Real Estate, or the creation or assumption of any Lien on such Eligible Real Estate or interest therein as security for the Obligations (including any restrictions contained in any applicable organizational documents or any other instrument or agreement (other than a Loan Document)) (any such restriction, a “Negative Pledge”); (ii) none of the Eligible Real Estate shall have any material title, survey, environmental, structural or other defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property, and all representations and warranties with respect to such Eligible Real Estate shall be true and correct in all material respects (without giving effect to any knowledge qualifier with respect to any such representation or warranty set forth in §6.19); (iii) if such Eligible Real Estate is owned or leased by an Unencumbered Property Subsidiary, (a) the only asset of such Subsidiary shall be the Eligible Real Estate included as an Unencumbered Pool Asset and any furniture, fixtures, equipment and cash related to, or used in the ordinary operation of, such Eligible Real Estate, (b) Borrower shall directly or indirectly own 100% of all Equity Interests (including all economic, beneficial and voting interests) in such Unencumbered Property Subsidiary, any and all intermediate entities shall be Subsidiary Guarantors to the extent required by this Agreement, and no direct or indirect ownership or other interests or rights of Borrower in any such Unencumbered Property Subsidiary shall be subject to any Lien (other than Liens permitted pursuant to §8.2(i)(A)) or any Negative Pledge, and (c) without limiting the ability of such Unencumbered Property Subsidiary to guaranty Uns...

Unencumbered Pool Assets. Schedule 5.26 hereto contains a complete and accurate description of all Unencumbered Pool Assets designated by the Borrower to constitute Unencumbered Pool Assets hereunder as of the Closing Date, as supplemented from time to time in accordance with Section 2.16, including the entity that owns each Unencumbered Pool Assets. With respect to each Property identified from time to time as an Unencumbered Pool Assets, Borrower hereby represents and warrants as follows (except to the extent disclosed in writing to the Lenders and approved by the Majority Lenders): (a) No portion of any improvement on such Unencumbered Pool Asset is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, the Borrower or the applicable Subsidiary, to the extent the same is available on commercially reasonable terms, has obtained and will maintain insurance coverage for flood and other water damage in the amount of the replacement cost of the improvements at such Unencumbered Pool Asset. (b) To the Borrower’s knowledge, such Unencumbered Pool Asset and the present use and occupancy thereof are in material compliance with all applicable zoning Page 108 NAI-5000431466v13 ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws (“Applicable Specified Laws”). (c) Except to the extent not completed on Build-to-Suit Properties, such Unencumbered Pool Asset is served by all utilities required for the current use thereof, all utility service is provided by public utilities, and such Unencumbered Pool Asset has accepted or is equipped to accept such utility service. (d) Except to the extent not completed on Build-to-Suit Properties, all roads and streets necessary for service of and access to such Unencumbered Pool Asset for the current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (e) Except to the extent not completed on Build-to-Suit Properties, such Unencumbered Pool Asset is served by public water and sewer systems or, if such Unencumbered Pool Asset is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regul...

Unencumbered Pool Assets. Eligible Real Estate which satisfies all conditions set forth in §7.20(a) and the Real Estate assets which are accepted in writing pursuant to §7.20(b), and, in each case, which have not been removed pursuant to §7.20(d) or §7.20 (e). The initial properties designated by the Borrower to be Unencumbered Pool Assets are described on Schedule 1.2 hereto. Unencumbered Pool Asset Certificate. See 7.20(a)(xiv). Unencumbered Pool Certificate. See §7.4(c).

Unencumbered Pool Assets. Each Unencumbered Pool Asset included in calculations of the Unencumbered Asset Value satisfies all of the requirements set forth in definition of “Eligible Assets”. The pro forma Compliance Certificate delivered by Borrower to Administrative Agent in connection with Section 9.3 fairly presents the Unencumbered NOI of each such Unencumbered Pool Asset.

Unencumbered Pool Assets. The Borrower shall comply with the following requirements regarding Unencumbered Pool Assets: (a) The Unencumbered Pool Aggregate Asset Value must be equal to or greater than (i) at all times during the period commencing on the Closing Date and ending on September 29, 2022, $197,000,000, (ii) at all times during the period commencing on September 30, 2022 and ending on March 30, 2023, $250,000,000, (iii) at all times during the period commencing on March 31, 2023 and ending on September 29, 2023, $500,000,000, and (iv) at all times thereafter, $1,000,000,000. (b) At all times from and after September 30, 2022, there must be at least two (2) Unencumbered Pool Assets. (c) At all times from and after September 30, 2023, the weighted average lease term (calculated without regard to any extension options at the Tenant’s direction) of all Leases at Unencumbered Pool Assets, taken as a whole, shall be not less than ten (10) years; provided, however, that the foregoing requirement shall not be applicable at any time the Borrower has obtained and maintains an Investment Grade Rating. (d) At all times from and after March 30, 2023: (i) No more than five percent (5%) of Unencumbered Pool Aggregate Asset Value may be attributable to Unencumbered Pool Assets that are “dark” (i.e., not being operated or occupied by the applicable Tenant and in respect of which the applicable Tenant is paying in full the rent and other amounts due under its Lease for such Property and is in compliance with its other material obligations under its Lease), and any amount in excess of five percent (5%) shall be disregarded for purposes of determining Unencumbered Pool Aggregate Asset Value and Unencumbered Net Operating Income, but shall not constitute a Default hereunder; (ii) No single Unencumbered Pool Asset shall account for more than (x) if Amazon is the sole Tenant in respect of such Unencumbered Pool Asset, fifty percent (50%), or (y) if otherwise, thirty-five percent (35%), in each case, of Unencumbered Pool Aggregate Asset Value, and any amount in excess of fifty percent (50%) or thirty-five percent (35%), respectively, shall be disregarded for purposes of determining Unencumbered Pool Aggregate Asset Value and Unencumbered Net Operating Income, but shall not constitute a Default hereunder; (iii) The percentage of Unencumbered Pool Aggregate Asset Value attributable to Unencumbered Net Operating Income from a single Tenant shall not exceed (x) fifty percent (50%) if the Tenant is A...

Unencumbered Pool Assets. The Borrower shall comply with the following requirements regarding Unencumbered Pool Assets: (a) The Unencumbered Pool Aggregate Asset Value must be equal to or greater than (i) at all times during the period commencing on the Closing Date and ending on September 29, 2022, $197,000,000, (ii) at all times during the period commencing on September 30, 2022 and ending on March 30, 2023, $250,000,000, (iii) at all times during the period commencing on March 31, 2023 and ending on September 29, 2023, $500,000,000, and (iv) at all times thereafter, $1,000,000,000. (b) At all times from and after September 30, 2022, there must be at least two (2) Unencumbered Pool Assets. (c) At all times from and after September 30, 2023, the weighted average lease term (calculated without regard to any extension options at the Tenant’s direction) of all Leases at Unencumbered Pool Assets, taken as a whole, shall be not less than ten (10) years; provided, however, that the foregoing requirement shall not be applicable at any time the Borrower has obtained and maintains an Investment Grade Rating. (d) At all times from and after March 30, 2023: (i) No more than five percent (5%) of Unencumbered Pool Aggregate Asset Value may be attributable to Unencumbered Pool Assets that are “dark” (i.e., not being operated or occupied by the applicable Tenant and in respect of which the applicable Tenant is paying in full the rent and other amounts due under its Lease for such Property and is in compliance with its other material obligations under its Lease), and any amount in excess of five percent (5%) shall be disregarded for purposes of determining Unencumbered Pool Aggregate Asset Value and Unencumbered Net Operating Income, but shall not constitute a Default hereunder; (ii) No single Unencumbered Pool Asset shall account for more than (x) if Amazon is the sole Tenant in respect of such Unencumbered Pool Asset, fifty percent (50%), or (y) if otherwise, thirty-five percent (35%), in each case, of Unencumbered Pool Aggregate Asset Value, and any amount in excess of fifty percent (50%) or thirty-five percent (35%), respectively, shall be disregarded for purposes of determining Unencumbered Pool Aggregate Asset Value and Unencumbered Net Operating Income, but shall not constitute a Default hereunder; (iii) The percentage of Unencumbered Pool Aggregate Asset Value attributable to Unencumbered Net Operating Income from a single Tenant shall not exceed (x) fifty percent (50%) if the Tenant is A...