Eligible Unencumbered Pool Property definition

Eligible Unencumbered Pool Property means a Property which satisfies all of the following requirements: (a) such Property is owned in fee simple, or leased under a Ground Lease reasonably acceptable to Agent, entirely by, the Borrower or a Wholly Owned Subsidiary which is also a Guarantor; (b) neither such Property, nor any interest of the Borrower or any Subsidiary therein, is subject to any Lien (other than Permitted Liens (but not Liens of the type described in clause (f) or (g) of the definition of Permitted Liens or Permitted Environmental Liens)) or a Negative Pledge; (c) if such Property is owned or leased by a Guarantor (i) none of the Borrower’s direct or indirect ownership interest in such Guarantor is subject to any Lien (other than Permitted Liens (but not Liens of the type described in clause (f) or (g) of the definition of Permitted Liens or Permitted Environmental Liens)) or to a Negative Pledge and (ii) the Borrower directly, or indirectly through a Subsidiary, has the right to take the following actions without the need to obtain the consent of any Person: (x) to sell, transfer or otherwise dispose of such Property and (y) to create a Lien on such Property as security for Indebtedness of the Borrower or such Guarantor, as applicable; provided, however, that the requirements of this clause (c) shall not prohibit a Negative Pledge or limitation on sale in favor of an arm’s-length purchaser of a customary nature relating to Property subject to a contract for sale so long as such Negative Pledge or limitation on sale pertains solely to such Property being sold and ceases to apply upon the closing of such sale or the termination of such contract); and (d) such Property is free of all structural defects or major architectural deficiencies, title defects, environmental conditions or other adverse matters except for defects, deficiencies, conditions or other matters individually or collectively which are not material to the profitable operation of such Property.
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Eligible Unencumbered Pool Property means any Project which, as of any date of determination, (a) is a completed Project operated as a retail or mixed use Project; (b) is wholly owned by Borrower or a Subsidiary Guarantor, in fee simple or under the terms of a Financeable Ground Lease; (c) is located in the United States; (d) is free of all structural defects or major architectural deficiencies, title defects, environmental conditions or other adverse matters except for defects, deficiencies, conditions or other matters individually or collectively which are not material to the profitable operation of such Project, subject to the Administrative Agent’s approval, in its sole discretion; (e) is not, nor is any direct or indirect interest of the Borrower or any Subsidiary therein, subject to any Lien other than Permitted Liens set forth in clauses (i) through (iv) of Section 6.14 or to any Negative Pledge (other than the Negative Pledges created pursuant to this Agreement) and (f) with respect to any Eligible Unencumbered Pool Property added after the Initial Unencumbered Pool Properties, has at least eighty percent (80%) of its gross leaseable area physically occupied as of the date it is added to the Unencumbered Pool Properties.
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Eligible Unencumbered Pool Property means a Core Property or a Non-Core Property which satisfies all of the following requirements: (a) such Property is owned in fee simple, or leased under a Ground Lease reasonably acceptable to Agent, entirely by, the Borrower or a Wholly Owned Subsidiary or, if it is Unencumbered Controlled Pool Property, an Unencumbered Pool Property Controlled Subsidiary which in each case is also a Borrowing Base Subsidiary; (b) neither such Property, nor any interest of the Borrower or any Subsidiary therein, is subject to any Lien (other than Permitted Liens (but not Liens of the type described in clause (f), (g) or (h) of the definition of Permitted Liens or Permitted Environmental Liens)) or a Negative Pledge; (c) if such Property is owned or leased by a Borrowing Base Subsidiary
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Examples of Eligible Unencumbered Pool Property in a sentence

  • 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 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.

  • 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.

  • Conditions Precedent to a Property Becoming an Eligible Unencumbered Pool Property.

  • Specify the technology asT = T1 ∩ T2, (3.1) where+T1 = ⟨x1, xı, y, z⟩ ∈ Rn+m+1 f (x1, xı, y) ≤ 0 }, (3.2)+T2 = ⟨x1, xı, y, z⟩ ∈ Rn+m+1 z ≥ g(xı)}, (3.3) and f and g are continuously differentiable functions.

  • Borrower shall at all times maintain (i) not less than five (5) Unencumbered Pool Properties each which complies with all of the requirements for qualifications as an Eligible Unencumbered Pool Property and (ii) Unencumbered Pool Properties with an aggregate Unencumbered Pool Value of not less than $150,000,000.

  • Each Unencumbered Pool Property identified in Schedule 5.10(b) satisfies all of the requirements contained in the definition of Eligible Unencumbered Pool Property.


More Definitions of Eligible Unencumbered Pool Property

Eligible Unencumbered Pool Property means any Project which, as of any date of determination, (a) is a completed Project operated as a retail or mixed use Project; (b) is wholly owned by Borrower or a Subsidiary Guarantor, in fee simple or under the terms of a Financeable Ground Lease; (c) is located in the United States; (d) is free of all structural defects or major architectural deficiencies, title defects, environmental conditions or other adverse matters except for defects, deficiencies, conditions or other matters individually or collectively which are not material to the profitable operation of such Project, subject to the Administrative Agent’s approval, in its sole discretion; (e) with respect to which (i) none of the Borrower's direct or indirect ownership interest in such Subsidiary is subject to any Lien other than Permitted Liens set forth in clauses (i) through (iv) of Section 6.14 or to any Negative Pledge (other than the Negative Pledges created pursuant to this Agreement) and (ii) the Borrower directly, or indirectly through a Subsidiary, controls such Project and the applicable Subsidiary Guarantor and has the right to take the following actions without the need to obtain the consent of any Person: (x) to sell, transfer or otherwise dispose of such Project and (y) finance, mortgage and otherwise create a Lien on such Project as security for Indebtedness of the Borrower or such Subsidiary Guarantor, as applicable; and (f) with respect to any Eligible Unencumbered Pool Property added after the Initial Unencumbered Pool Properties, has at least eighty percent (80%) of its gross leaseable area physically occupied as of the date it is added to the Unencumbered Pool Properties."
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Related to Eligible Unencumbered Pool Property

  • Unencumbered Pool means the pool of Unencumbered Assets.

  • Unencumbered Property means any one of the Unencumbered Properties.

  • Unencumbered Asset means any Project which as of any date of determination, (a) is not subject to any Liens other than Permitted Liens set forth in Sections 9.5(i) through 9.5(v), (b) is not subject to any agreement (including any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such asset) which prohibits or limits the ability of the Borrower, or its Wholly-Owned Subsidiaries, as the case may be, to create, incur, assume or suffer to exist any Lien upon any assets or Capital Stock of the Borrower, or any of its Wholly-Owned Subsidiaries other than a Permitted Negative Pledge, (c) is not subject to any agreement (including any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such asset) which entitles any Person to the benefit of any Lien (but not subject to any Liens other than Permitted Liens set forth in Sections 9.5(i) through 9.5(v)) on any assets or Capital Stock of the Borrower or any of its Wholly-Owned Subsidiaries or would entitle any Person to the benefit of any Lien (but excluding the Permitted Liens set forth in Sections 9.5(i) through 9.5(v)) on such assets or Capital Stock upon the occurrence of any contingency (including, except in the case of a Material Credit Facility, pursuant to an “equal and ratable” clause), (d) is not the subject of any material architectural/engineering issue, as evidenced by a certification of the Borrower, and (e) is materially compliant with the representations and warranties in Article VI below. Notwithstanding the foregoing, if any Project is a “Superfund” site under federal law or a site identified in writing by the jurisdiction in which such Project is located as having significant environmental contamination under applicable state law, the Borrower shall so advise the Lenders in writing and the Required Lenders shall have the right to request from the Borrower a current detailed environmental assessment (or one which is not more than two years old for Unencumbered Assets owned as of the Agreement Execution Date), and, if applicable, a written estimate of any remediation costs from a recognized environmental contractor and to exclude any such Project from Unencumbered Assets at their election. No Project of a Wholly-Owned Subsidiary shall be deemed to be unencumbered unless such Project and all Capital Stock of such Wholly-Owned Subsidiary or any other intervening Wholly-Owned Subsidiary between the Borrower and such Wholly-Owned Subsidiary is unencumbered and neither such Wholly-Owned Subsidiary nor any other intervening Wholly-Owned Subsidiary between the Borrower and such Wholly-Owned Subsidiary has any Indebtedness for borrowed money (other than Indebtedness due to the Borrower).

  • Unencumbered Properties means each Acceptable Property that either (a) is an Initial Unencumbered Property or (b) becomes an Unencumbered Property pursuant to Section 4.03, and “Unencumbered Property” means any one of the Unencumbered Properties.

  • Unencumbered Asset Value means, at any time for the Consolidated Group, without duplication, the sum of the following: (a) an amount equal to (i) Unencumbered NOI from all Unencumbered Properties (other than Non-Stabilized Properties and acquisition properties described in clause (b) below) that have been owned by the Consolidated Group for four full fiscal quarter periods or longer (which amount for each individual Unencumbered Property as well as the aggregate amount for all Unencumbered Properties shall not be less than zero) divided by (ii) the Capitalization Rate, plus (b) the aggregate acquisition cost of all Unencumbered Properties acquired during the then most recently ended four fiscal quarter period, plus (c) the undepreciated book value of Unencumbered Properties that are Non-Stabilized Properties; provided that if the Unencumbered Asset Value attributable to Non-Stabilized Properties accounts for more than 15% of Unencumbered Asset Value, the amount of undepreciated book value of such Non-Stabilized Properties that exceeds such limit shall be deducted from Unencumbered Asset Value, plus (d) cash from like-kind exchanges on deposit with a qualified intermediary (“1031 proceeds”), plus (e) the value of Mezzanine Debt Investments and Mortgage Receivables owned by the Consolidated Group that are not more than ninety (90) days past due determined in accordance with GAAP, in each case that are not subject to a Lien or Negative Pledge; provided that if the Unencumbered Asset Value attributable to Mezzanine Debt Investments and Mortgage Receivables accounts for more than 10% of Unencumbered Asset Value, the amount of Mezzanine Debt Investments and Mortgage Receivables that exceeds such limit shall be deducted from Unencumbered Asset Value, plus (f) the undepreciated book value of all Unimproved Land and Construction in Progress owned by the Consolidated Group to the extent any such assets are not subject to a Lien or Negative Pledge, plus (g) Balance Sheet Cash; provided that, to the extent that Unencumbered Asset Value attributable to investments in Mezzanine Debt Investments, Mortgage Receivables, 1031 proceeds, Unimproved Land, and Construction in Progress account for more than 25% of Unencumbered Asset Value, in the aggregate, the amount that exceeds such limit shall be deducted from Unencumbered Asset Value. For clarification purposes, in determining whether clause (a) or clause (b) above applies, the date a Property will be deemed to have been acquired is the date it was acquired by the Consolidated Group or any prior Affiliate of the Consolidated Group.

  • Unencumbered Total Asset Value as of any date means the sum of (1) those Undepreciated Real Estate Assets not encumbered by any mortgage, lien, charge, pledge or security interest and (2) all of Issuer’s and its Subsidiaries’ other assets on a consolidated basis determined in accordance with generally accepted accounting principles (but excluding intangibles), in each case which are unencumbered by any mortgage, lien, charge, pledge or security interest; provided, however, that, in determining Unencumbered Total Asset Value for purposes of Section 4.09(d) hereof, all investments by the Issuer and any of its Subsidiaries in unconsolidated joint ventures, unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities accounted for financial reporting purposes using the equity method of accounting in accordance with generally accepted accounting principles shall be excluded from Unencumbered Total Asset Value.

  • Unencumbered NOI means, for any period, Net Operating Income from all Eligible Properties.

  • Eligible Property means property beneficially owned by a person or entity other than the Fund and held in a bank account maintained by BNYM for or on behalf of the Fund, or property held in a Fund shareholder account, which is (x) subject to reporting or escheat under an Unclaimed Property Law, (y) of a nature or type or classification reasonably related to the services performed by BNYM under this Agreement (such as cash amounts representing non-negotiated dividend checks and shares in abandoned shareholder accounts), and (z) under the control of BNYM.

  • Unencumbered Assets means assets which are not subject to a Security Interest.

  • Unencumbered means, with respect to any Hotel Property, at any date of determination, the circumstance that such Hotel Property on such date:

  • Unencumbered Amount means, for the Class C( - ) Notes, an amount equal to the Nominal Liquidation Amount of the Class C( - ) Notes minus the Encumbered Amount for the Class C( - ) Notes.

  • Total Unencumbered Assets means the sum of (i) those Undepreciated Real Estate Assets not subject to an Encumbrance for borrowed money and (ii) all other assets of the Company and its Subsidiaries not subject to an Encumbrance for borrowed money determined in accordance with GAAP (but excluding accounts receivable and intangibles).

  • Unencumbered Adjusted NOI means, for any period, the aggregate Adjusted NOI of all Unencumbered Properties for such period.

  • Unencumbered Interest Coverage Ratio means the ratio of (a) the Unencumbered Adjusted NOI to (b) the Unsecured Interest Expense for the immediately preceding calendar quarter.

  • Eligible Real Property means the real property listed on Schedule 1.01(a) owned by a Loan Party (i) that is located in the United States of America and is acceptable to the Agent in its Permitted Discretion for inclusion in the Borrowing Base, (ii) in respect of which an appraisal report has been delivered to the Agent in form, scope and substance satisfactory to the Agent in its Permitted Discretion, (iii) in respect of which the Agent is satisfied that all actions necessary or desirable in order to create perfected first priority Lien on such real property have been taken, including the presentation or delivery of the Mortgage to a title insurance company for recording, provided that the title insurance company has issued its title insurance policy to the Agent pursuant to clause (v) below in a New York style closing, (iv) in respect of which a Phase I environmental review report has been completed and delivered to the Agent in form and substance satisfactory to the Agent in its Permitted Discretion and which does not indicate any pending, threatened or existing Environmental Liability, or non compliance with any Environmental Law (except to the extent that Reserves for any such Environmental Liability deemed adequate by the Agent in its Permitted Discretion exist), (v) which is adequately protected by fully-paid valid title insurance with endorsements and in amounts acceptable to the Agent, insuring that the Agent, for the benefit of the Lenders, has a perfected first priority Lien on such real property, evidence of which shall have been provided in form and substance satisfactory to the Agent in its Permitted Discretion, and (vi) if required by the Agent: (A) an ALTA survey reasonably acceptable to the Agent and the title insurance company has been delivered for which all necessary fees have been paid and which is dated no more than 90 days prior to the date on which the applicable Mortgage is executed and delivered to a title insurance company for recording, certified to Agent and the issuer of the title insurance policy in a manner satisfactory to the Agent in its Permitted Discretion by a land surveyor duly registered and licensed in the state in which such Eligible Real Property is located and acceptable to the Agent in its Permitted Discretion; (B) in respect of which local counsel in states in which the Eligible Real Property is located have delivered a letter of opinion with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance satisfactory to the Agent in its Permitted Discretion; and (C) in respect of which such Loan Party shall have used its reasonable best efforts to obtain estoppel certificates executed by all tenants of such Eligible Real Property and such other consents, agreements and confirmations of lessors and third parties have been delivered as the Agent may deem necessary or desirable in its Permitted Discretion, together with evidence that all other actions that the Agent may deem necessary or desirable in order to create perfected first priority Liens on the property described in the Mortgages have been taken.

  • Borrowing Base Property means any one of the Borrowing Base Properties.

  • Unencumbered Leverage Ratio means, as of any date of determination, the quotient (expressed as a percentage) of (a) Unsecured Indebtedness, divided by (b) Unencumbered Asset Value.

  • Eligible Ground Lease means a ground lease that (a) has a minimum remaining term of twenty-five (25) years, including tenant controlled options, as of any date of determination, (b) has customary notice rights, default cure rights, bankruptcy new lease rights and other customary provisions for the benefit of a leasehold mortgagee or has equivalent protection for a leasehold permanent mortgagee by a subordination to such leasehold permanent mortgagee of the landlord’s fee interest, and (c) is otherwise acceptable for non-recourse leasehold mortgage financing under customary prudent lending requirements. The Eligible Ground Leases as of the date of this Credit Agreement are listed on Schedule EG.

  • Eligible Asset An Asset:

  • Eligible Real Estate means Real Estate:

  • Eligible Vehicle means a motor vehicle that:

  • S&P Eligible Asset means: (1) cash (excluding any cash irrevocably deposited by the Fund for the payment of any liabilities within the meaning of MTP Basic Maintenance Amount), (2) Receivables for Municipal Obligations Sold, (3) S&P Hedging Transactions or (4) a Municipal Obligation (including Inverse Floater as defined below) owned by the Fund that (A) is interest bearing and pays interest at least semi-annually; (B) is payable with respect to principal and interest in U.S. Dollars; (C) is not subject to a covered call or put option written by the Fund; (D) except for Inverse Floaters, is not part of a private placement of Municipal Obligations; and (E) except for Inverse Floaters, is part of an issue of Municipal Obligations with an original issue size of at least $10 million. Any Municipal Obligation that is a part of an original issue size of less than $10 million must carry a rating of at least “AA” by S&P or “AAA” by Moody’s, Fitch or another nationally recognized statistical rating organization. Notwithstanding the foregoing limitations:

  • Qualified Property has the meaning set forth in Section 313.021(2) of the TEXAS TAX CODE and as interpreted by the Comptroller’s Rules and the Texas Attorney General, as these provisions existed on the Application Review Start Date.

  • Property Value means the fair market value of the real property, as remediated, less

  • Borrowing Base Properties means the Oil and Gas Properties of the Credit Parties included in the Initial Reserve Report and thereafter in the most recently delivered Reserve Report delivered pursuant to Section 9.14.

  • Unimproved Land means land on which no development (other than improvements that are not material and are temporary in nature) has occurred.