Unencumbered Pool Value Clause Samples
The Unencumbered Pool Value clause defines the value of assets in a pool that are not subject to any liens, pledges, or other security interests. In practice, this clause specifies how to calculate the portion of the asset pool that remains free from third-party claims, often by excluding assets that are already pledged as collateral or otherwise restricted. Its core function is to provide a clear and objective measure of the available asset value that can be used for further financing, risk assessment, or compliance with financial covenants, thereby ensuring transparency and reducing disputes over asset availability.
Unencumbered Pool Value. As of any date of calculation the sum of the Value of each Unencumbered Property as of such date. For the avoidance of doubt, the Adjusted Net Operating Income of the Unencumbered Properties for purposes of calculating Value shall be subject to the concentration limits set forth in the definition of Unencumbered Pool NOI.
Unencumbered Pool Value. The Unencumbered Pool Value shall be with respect to any Eligible Real Estate included in the Unencumbered Borrowing Base Property, the sum of (i) with respect to each Unencumbered Borrowing Base Property owned by Borrower or one of its Subsidiaries for at least the previous four (4) consecutive fiscal quarters, the aggregate Operating Cash Flow from Eligible Real Estate included in the Unencumbered Borrowing Base Property divided by the Capitalization Rate and (ii) with respect to each Unencumbered Borrowing Base Property owned by Borrower or one of its Subsidiaries and acquired during the prior four (4) consecutive fiscal quarters, the acquisition cost of such Unencumbered Borrowing Base Property determined in accordance with GAAP. Notwithstanding the foregoing, the Unencumbered Pool Value for an Unencumbered Borrowing Base Property that is a Redevelopment Property shall be the cost incurred for such Unencumbered Borrowing Base Property as determined in accordance with GAAP for a period of up to twenty-four (24) months, which period shall commence upon the date which Agent approves such Unencumbered Borrowing Base Property as a Redevelopment Property.
Unencumbered Pool Value. As of the date of determination, without duplication, the lesser of the following amounts determined individually for each Unencumbered Pool Property: (a) the Appraised Value of such Unencumbered Pool Property, and (b) the sum of the Property Costs and Acquisition Closing Costs of such Unencumbered Pool Property. The aggregate Unencumbered Pool Value for all Unencumbered Pool Properties shall be the sum of such calculations for all of the Unencumbered Pool Properties; provided, however, in the event that an adverse change occurs with respect to a material tenant(s) (individually or in the aggregate) at an Unencumbered Pool Property (e.g., amendment to a lease without Agent’s prior written consent, lease termination, default of base rent or other material payment obligations under its respective Lease for more than seventy-five (75) days beyond the date upon which such payment obligations were due, assignment or sublease of a material portion of the space without Agent’s prior written consent), then for the purposes of the covenant calculations, at the Borrower’s election, the Unencumbered Pool Property will immediately after the end of such 75-day period be valued at either (i) zero (0), or (ii) the current Appraised Value as determined by an updated Appraisal acceptable to the Agent. Additionally, if performance of the Unencumbered Pool Property improves or the adverse change is otherwise cured to Agent’s reasonable satisfaction, then the Borrower will have the right to obtain a new Appraisal acceptable to the Agent. Once the new Appraisal is accepted by Agent, then the value of the Unencumbered Pool Property shall be updated for purposes of this Agreement. Notwithstanding the foregoing, beginning on January 1, 2015 and continuing thereafter, no more than fifty percent (50.0%) of the aggregate Unencumbered Pool Value for all Unencumbered Pool Properties shall be attributable to Medical Assets (and any excess shall be excluded from the Unencumbered Pool Value). This definition of “Unencumbered Pool Value” may only be modified or waived with the prior written consent of the Agent, Documentation Agent, Syndication Agents and the Majority Lenders.
Unencumbered Pool Value. As of the date of determination, without duplication, determined individually for each Unencumbered Pool Property, the Appraised Value of such Unencumbered Pool Property, less, without duplication, (i) the value of any Sub-REIT Preferred Equity attributable to such Unencumbered Pool Property, (ii) the amount which is the greater of (X) the value of any Put Options attributable to such Unencumbered Pool Property and (Y) the value of any Residual Developer Interests attributable to to such Unencumbered Pool Property, and (iii) the value of any other economic interests of any Developer attributable to such Unencumbered Pool Property, in each case, determined on a quarterly basis in a manner reasonably acceptable to Agent. Unused Fee. See §2.3.
Unencumbered Pool Value. Promptly after discovery of any setoff, claim, withholdings or other defenses to which any Unencumbered Pool Assets are subject, which (i) would have a material adverse effect on the value of such Unencumbered Pool Asset, (ii) would have a Material Adverse Effect or (iii) with respect to such Unencumbered Pool Asset, would constitute a Lien which is not a Permitted Lien, provide the Administrative Agent with notice thereof.