Eligible Property Subsidiary definition

Eligible Property Subsidiary means (i) each Wholly Owned Subsidiary of the Borrower that directly owns, or leases pursuant to an Eligible Ground Lease, any Eligible Property and (ii) each Subsidiary of the Borrower that owns, directly or indirectly, any Equity Interests in any Subsidiary that is described in clause (i).

Eligible Property Subsidiary means (i) each Subsidiary of the Company that owns in fee simple (or other substantially comparable ownership form in the case of a Property in a foreign jurisdiction) or ground leases subject to a Qualified Ground Lease (or a combination of such fee simple ownership and ground leasing subject to a Qualified Ground Lease) any Eligible Property and (ii) each Subsidiary of the Company that owns, directly or indirectly, any Equity Interests in any Subsidiary that is described in clause (i). For the avoidance of doubt, a TRS Subsidiary that is solely a lessee of any Eligible Property pursuant to a lease (other than a ground lease) with a Subsidiary described in clause (i) of this definition (and any Subsidiary that is a direct or indirect parent company of such TRS Subsidiary that otherwise has no interest, directly or indirectly, in an Eligible Property or an Eligible Property Subsidiary) shall not constitute an Eligible Property Subsidiary.

Eligible Property Subsidiary means any Subsidiary that owns one or more Eligible Properties included in the calculation of Unencumbered Asset Value or Unencumbered NOI, or any Subsidiary that directly or indirectly owns any Equity Interest in any Subsidiary that owns one or more Eligible Properties included in the calculation of Unencumbered Asset Value or Unencumbered NOI.

Examples of Eligible Property Subsidiary in a sentence

• All of the outstanding Equity Interests in each Subsidiary Guarantor and each Eligible Property Subsidiary have been validly issued, are fully paid and non-assessable and are owned by the applicable holders free and clear of all Liens (other than Liens permitted by Section 8.01).

• Each Borrowing Base Property, the Equity Interests in each Eligible Property Subsidiary, and the right to any income from any of the foregoing, are subject to no Liens other than Liens permitted by Section 7.01.

• The applicable Subsidiary Guarantor or Eligible Property Subsidiary has delivered to the Administrative Agent true and correct copies of each Acceptable Ground Lease to the extent requested by the Administrative Agent.

• Each applicable Subsidiary Guarantor and each applicable Eligible Property Subsidiary has good record and marketable fee simple title (or, in the case of Acceptable Ground Leases, a valid leasehold) to the Unencumbered Property owned by such Subsidiary Guarantor or such Eligible Property Subsidiary, as applicable, subject only to Liens permitted by Section 8.01.

• Each Subsidiary Guarantor and each Eligible Property Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all Unencumbered Properties necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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• Any Subsidiary Guarantor or any Eligible Property Subsidiary that owns an Unencumbered Property to incur any Secured Indebtedness (whether Recourse Indebtedness or Non-Recourse Indebtedness).

More Definitions of Eligible Property Subsidiary

Eligible Property Subsidiary means any wholly-owned Subsidiary (a)(i) of the Issuer that wholly owns, or ground leases pursuant to an Acceptable Ground Lease, a Property that meets the requirements of an Acceptable Property or (ii) that owns, directly or indirectly, any Equity Interests in any Subsidiary that is described in clause (a)(i), and (b)(i) neither such Subsidiary nor any direct or indirect owner of such Subsidiary which is not the Parent, the Issuer or a Subsidiary Guarantor (an “Intermediate Subsidiary”) guarantees any Indebtedness of the Parent, the Issuer or any Subsidiary of the Company owning directly or indirectly any Unencumbered Property and (ii) neither such Subsidiary nor any such Intermediate Subsidiary is otherwise a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Indebtedness.

Eligible Property Subsidiary means any wholly-owned Subsidiary (a)(i) of the Borrower that wholly owns, or ground leases pursuant to an Acceptable Ground Lease, a Property that purports to be an Acceptable Property or (ii) that owns, directly or indirectly, any Equity Interests in any Subsidiary that is described in clause (a)(i), and (b) does not Guarantee any Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property and is not otherwise a borrower or guarantor of, nor otherwise has a payment obligation in respect of, any Unsecured Indebtedness.

Eligible Property Subsidiary with respect to any Eligible Property, means each Direct Owner of such Property and each Indirect Owner of each Direct Owner of such Property.

Eligible Property Subsidiary means (i) each Subsidiary of the Company that owns in fee simple (or other substantially comparable ownership form in the case of a Property in a foreign jurisdiction) or ground leases subject to a Qualified Ground Lease (or a combination of such fee simple ownership and ground leasing subject to a Qualified Ground Lease) any Eligible Property and (ii) each Subsidiary of the Company that owns, directly or indirectly, any Equity Interests in any Subsidiary that is described in clause (i). For the avoidance of doubt, a TRS Subsidiary that is solely a lessee of any Eligible Property pursuant to a lease (other than a ground lease) with a Subsidiary described in clause (i) of this definition (and any Subsidiary that is a direct or indirect parent company of such TRS Subsidiary that otherwise has no interest, directly or indirectly, in an Eligible Property or an Eligible Property Subsidiary) shall not constitute an Eligible Property Subsidiary. “Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, accusations, allegations, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or any approval given, under any such Environmental Law, including, without limitation, any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to human health or the environment. “Environmental Laws” means any Applicable Law relating to environmental protection or the manufacture, storage, remediation, disposal or clean-up of Hazardous Materials including, without limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et seq.; regulations of the En...