Qualifying Unencumbered Properties. The Borrower may from time to time but no more frequently than quarterly deliver notice to the Administrative Agent stating that the Borrower intends to designate a Property to become a Qualifying Unencumbered Property. Such notice shall (a) set forth the name of such Property (or, if such Property has no name, such notice shall otherwise identify such Property), and (b) be accompanied by a statement of income, certified by the chief executive officer, chief financial officer or vice president-treasurer of the Parent, for each such Property for the then most recently completed fiscal quarter (or, if such statement of income is unavailable, a pro forma financial statement setting forth the Net Operating Income with respect to such Property for the then current fiscal quarter). If any such Property meets the requirements set forth in the definition of “Qualifying Unencumbered Properties” and the Administrative Agent fails to deliver written notice to the Borrower stating that the Requisite Lenders have disapproved the designation of such Property as a Qualifying Unencumbered Property (it being understood that such notice shall provide the Borrower with information regarding why such designation was disapproved by the Requisite Lenders and that the Requisite Lenders will not unreasonably disapprove such designation) within 20 days after receipt of such information by the Administrative Agent, such Property shall become a Qualifying Unencumbered Property.
Qualifying Unencumbered Properties. As of December 31, 2006, each Property listed on Exhibit F as a Qualifying Unencumbered Property (i) is Raw Land, a Property with Development Activity, a Condo Property or an operating multifamily residential property owned or ground leased (directly or beneficially) by Borrower, EQR, or a Consolidated Subsidiary or Investment Affiliate of either or both, (ii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower or EQR subject) to a Lien which secures Indebtedness of any Person, other than Permitted Liens, (iii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower or EQR subject) to any Negative Pledges, and (iv) is not owned by a Subsidiary of the Borrower or EQR (other than the Borrower) that has any outstanding Unsecured Debt (other than those items of Indebtedness set forth in clauses (d) or (e) of the definition of Indebtedness, or any Contingent Obligation other than guarantees for borrowed money). All of the information set forth on Exhibit F is true and correct in all material respects.
Qualifying Unencumbered Properties. As of the date hereof, each Property listed on Schedule 1.1 as a Qualifying Unencumbered Property (i) is an operating Office Building or Parking Property wholly-owned or ground leased (directly or beneficially) by Borrower, a Financing Partnership or a Joint Venture Subsidiary, (ii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower, EOPT or any Joint Venture Parent subject) to a Lien which secures Indebtedness of any Person, other than Permitted Liens, and (iii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower, EOPT or Joint Venture Parent subject) to any Negative Pledge. All of the information set forth on Schedule 1.1 is true and correct in all material respects.
Qualifying Unencumbered Properties. As of the date hereof, each Property listed on Schedule 1.1 as a Qualifying Unencumbered Property (i) is an operating Office Building or Parking Property wholly-owned (directly or beneficially) by Borrower, a Financing Partnership or a Joint Venture Subsidiary, (ii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower, EOPT or any Joint Venture Parent subject) to a Lien which secures Indebtedness of any Person, other than Permitted Liens, and (iii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower, EOPT or Joint Venture Parent subject) to any covenant, condition, or other restriction which prohibits or limits the creation or assumption of any Lien upon such Property. All of the information set forth on Schedule 1.1 is true and correct in all material respects.
Qualifying Unencumbered Properties. As of the Agreement Execution Date, Schedule 7 is a correct and complete list of all Qualifying Unencumbered Properties. Each of the assets included by the Borrower in calculations of the Unencumbered Asset Value satisfies all of the requirements contained in this Agreement for the same to be included therein.
Qualifying Unencumbered Properties. As of the date hereof, each Property listed on Schedule 1.1 as a Qualifying Unencumbered Property (i) is a wholly-owned or ground leased (directly or beneficially) by Borrower, a Financing Partnership or a Joint Venture Subsidiary, (ii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower, General Partner or any Joint Venture Parent subject) to a Lien which secures Indebtedness of any Person, other than Permitted Liens, and (iii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower, General Partner or Joint Venture Parent subject) to any Negative Pledge. All of the information set forth on Schedule 1.1 is true and correct in all material respects.
Qualifying Unencumbered Properties. Each Property included in a given calculation of the Unencumbered Net Operating Income satisfied, at the time of such calculation, all of the requirements contained in the definition of “Qualifying Unencumbered Property”.
Qualifying Unencumbered Properties. As of the date hereof, each Property listed on Exhibit F is a Qualifying Unencumbered Property, as defined herein.
Qualifying Unencumbered Properties. Schedule 4.17 attached hereto and made a part hereof sets forth all the Qualifying Unencumbered Property owned by the Borrower, directly or indirectly, as of the Closing Date. As of the Closing Date, all of the Properties set forth in Schedule 4.17 are Qualifying Unencumbered Properties. Borrower represents and warrants that, as of the Closing Date, the Borrower has good and insurable fee title to the Qualifying Unencumbered Property, free of all Liens other than Permitted Liens and that to its best knowledge, except as disclosed in writing to the Administrative Agent in connection with the extension of credit contemplated hereby or hereafter disclosed in writing to the Administrative Agent from time to time, no Materials of Environmental Concern are located on, under, over or about such real property.
Qualifying Unencumbered Properties. As of the date hereof, each Property listed on EXHIBIT F as a Qualifying Unencumbered Property (i) is an operating multifamily residential property wholly-owned or ground leased (directly or beneficially) by Borrower and/or EQR or a wholly-owned Subsidiary of either or both, (ii) is not subject (nor are any equity interests in such Property subject) to a Lien which secures Indebtedness of any Person, other than Permitted Liens, (iii) is not subject (nor are any equity interests in such Property subject) to any covenant, condition, or other restriction which prohibits or limits the creation or assumption of any Lien upon such Property (it being understood that covenants similar to those set forth in Section 5.8 hereof and customary corporate governance provisions in organizational documents shall not be deemed to constitute any such prohibition or 84 limitation), and (iv) is not owned by a Subsidiary of the Borrower or EQR (other than the Borrower) that has any outstanding Unsecured Debt (other than those items of Indebtedness set forth in clauses (e), (f), (i) or (j) of the definition of Indebtedness, or any Contingent Obligation other than guarantees for borrowed money). All of the information set forth on EXHIBIT F is true and correct in all material respects.
