Qualified Unencumbered Properties definition

Qualified Unencumbered Properties means, as of any date, Projects that are: (a) one hundred percent (100%) (i) fee owned by a Wholly-Owned Subsidiary that is a Subsidiary Guarantor; or (ii) leased by a Wholly-Owned Subsidiary that is a Subsidiary Guarantor under a Ground Lease, or if approved by the Administrative Agent such other lease that is part of a PILOT Transaction; (b) not subject to any Liens other than Permitted Liens and the owner thereof has the power to (i) provide a Negative Pledge and (ii) agree not to guarantee or otherwise become liable for any Indebtedness; (c) located in the United States; (d) at least eighty-five percent (85%) occupied, unless (i) such Project is being repositioned for a period not more than six (6) months (provided that the aggregate sum of repositioning Projects may not exceed ten percent (10%) of the Unencumbered Asset Value at any one time and provided further that if such Project is a Multi-Tenant Project, such Project is at least thirty percent (30%) occupied) or (ii) such Project is a Dark Qualified Unencumbered Property; (e) not subject to any material environmental, title or structural problems; (f) not subject to any leases that are in default, after giving effect to any notice or cure periods set forth therein; provided that, in the case of Multi-Tenant Projects, the qualification in this clause (f) shall be limited to leases in default (i) on anchor tenants or (ii) that constitute ten percent (10%) or more of such Project’s net rental revenue; (g) not a hotel or motel property; and (h) covered by insurance as required in accordance with Section 6.07. The Qualified Unencumbered Properties as of the Closing Date are identified as such on Schedule 5.08. Projects may be added to and/or removed from the pool of Qualified Unencumbered Properties in accordance with Sections 6.13 and 6.14.
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Qualified Unencumbered Properties means Real Properties and/or --------------------------------- Mortgage Loans that (a) are not encumbered by a Lien (other than a Permitted Encumbrance), (b) Wholly-Owned by the Borrower or a Subsidiary Wholly-Owned by the Borrower, (c) are located, or encumber real properties that are located, in the United States and (d) are operated, or encumber real properties that are operated, as a Healthcare Property.
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Qualified Unencumbered Properties means, as of any date, Projects that are: (a) one hundred percent (100%) fee owned by the Borrower or a Wholly-Owned Subsidiary that is a Subsidiary Guarantor; (b) not subject to any Liens other than Permitted Liens and the owner thereof has the power to (i) provide a Negative Pledge and (ii) agree not to guarantee or otherwise become liable for any Indebtedness; (c) located in the United States; (d) one hundred percent (100%) occupied (or if such Project is a multi-tenant Project, eighty-five percent (85%)); (e) not subject to any material environmental, title or structural problems; (f) not subject to any leases that are in default, after giving effect to any notice or cure periods set forth therein; provided that, in the case of multi-tenant Projects, the qualification in this clause (f) shall be limited to leases in default (i) on anchor tenants or (ii) that constitute ten percent (10%) or more of such Project’s net rental revenue; and (g) not a hotel or motel property. The Qualified Unencumbered Properties as of the Closing Date are listed on Schedule 5.08. Projects may be added to and/or removed from the pool of Qualified Unencumbered Properties in accordance with Sections 6.13 and 6.14. Table of Contents
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Examples of Qualified Unencumbered Properties in a sentence

  • Neither the Qualified Unencumbered Properties nor the Equity Interests of any Subsidiary Guarantor are subject to any Liens, other than Liens permitted by Section 7.01.

  • As of the Closing Date and the date of each update of Schedule 5.08 pursuant to Section 6.02, set forth on Schedule 5.08 is a list of all real property owned by the Consolidated Group with a notation as to which such real properties are Qualified Unencumbered Properties and which Loan Party owns each Qualified Unencumbered Property.

  • If the most recent Borrowing Base Compliance Certificate delivered to the Administrative Agent does not demonstrate a Borrowing Base sufficient for any Committed Borrowing requested by the Borrower, then as a condition to such Committed Borrowing the Borrower shall deliver to the Administrative Agent an updated Borrowing Base Compliance Certificate covering the current pool of Qualified Unencumbered Properties that demonstrates a Borrowing Base sufficient for such requested Committed Borrowing.

  • Notify the Administrative Agent at any time that the Borrower will be removing a Project from the pool of Qualified Unencumbered Properties.

  • Notify the Administrative Agent at any time that Borrower will be removing a Project from the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determined.

  • Notify the Administrative Agent at any time that Borrower will be adding a Project to the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determined.

  • Notify the Administrative Agent at any time that Borrower will be removing a Project from the pool of Qualified Unencumbered Properties.

  • If the most recent Borrowing Base Compliance Certificate delivered to the Administrative Agent does not demonstrate a Borrowing Base sufficient for any Swing Line Borrowing requested by the Borrower, then as a condition to such Swing Line Borrowing the Borrower shall deliver to the Administrative Agent an updated Borrowing Base Compliance Certificate covering the current pool of Qualified Unencumbered Properties that demonstrates a Borrowing Base sufficient for such requested Swing Line Borrowing.

  • The Borrower shall notify the Administrative Agent at any time that Borrower will be removing a Project from the pool of Qualified Unencumbered Properties.

  • None of the Qualified Unencumbered Properties constitutes a “plan asset” and Borrower does not hold “plan assets” within the meaning of 29 C.F.R. 2510.3-101 as modified in operation by Section 3(42) of ERISA.


More Definitions of Qualified Unencumbered Properties

Qualified Unencumbered Properties means, as of any date, Projects that are: (a) one hundred percent (100%) fee owned by the Borrower or a Wholly-Owned Subsidiary that is a Subsidiary Guarantor; (b) not subject to any Liens other than Permitted Liens and the owner thereof has the power to
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Qualified Unencumbered Properties means, as of any date, Projects that are: (a) 100% fee owned by a Person that is a Wholly-Owned Subsidiary of the Borrower and is a Subsidiary Guarantor; (b) not subject to any Liens other than Permitted Liens and the owner thereof has the power to provide a Negative Pledge with respect to its ability to grant any such Liens; (c) located in the United States; (d) 100% occupied, unless (i) such property is being repositioned for a period not more than six months, during which time the aggregate sum of these repositioning properties does not exceed 10% of the Unencumbered Asset Value or (ii) such property is leased in its entirety (ignoring subleases) to an investment grade (BBB– or better) tenant, is at least 30% occupied, there is a minimum of 5 years left on such lease, payments under such lease are current and such tenant has no right to terminate such lease (“Dark Qualified Unencumbered Properties”); (e) not subject to any material environmental, title or structural problems, and (f) not subject to any leases that are in default, after giving effect to any notice or cure periods provided therein. The Qualified Unencumbered Properties as of the Closing Date are listed on Schedule 1.01. Projects will be added to and removed from the pool of Qualified Unencumbered Properties in accordance with Sections 6.14 and 6.15.
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Related to Qualified Unencumbered Properties

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

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

  • 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 Issuer and its Subsidiaries not subject to an Encumbrance for borrowed money, determined in accordance with GAAP (but excluding accounts receivable and intangibles).

  • 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.

  • Unencumbered Pool means the pool of Unencumbered Assets.

  • Unencumbered Liquid Assets means cash, cash equivalents and/or publicly traded/quoted marketable securities acceptable to Bank in its sole discretion, free of any lien or other encumbrance. Account assets held in a fiduciary capacity by Borrower shall not qualify as Unencumbered Liquid Assets.

  • Borrowing Base Properties means the Oil and Gas Properties of the Loan Parties included in the Initial Reserve Report and thereafter in the most recently delivered Reserve Report delivered pursuant to Section 8.12.

  • Unimproved Real Property means Property in which the Company has an equity interest that was not acquired for the purpose of producing rental or other operating income, that has no development or construction in process and for which no development or construction is planned, in good faith, to commence within one (1) year.

  • Excluded Properties the collective reference to the fee or leasehold interest in real properties owned by the Parent Borrower or any of its Subsidiaries not described in Schedule 5.8.

  • 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.

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

  • Borrowing Base Property means Eligible Property and/or Commercial Land that the Administrative Agent has agreed to include in calculations of the Borrowing Base pursuant to Section 4.1. A Property shall be excluded from the determination of the Borrowing Base if at any time such Property shall cease to be an Eligible Property.

  • Qualified Ground Lease means each of the ground leases or ground subleases set forth on Schedule 1.01(d) hereto and for a Future Property means any ground lease (a) which is a direct ground lease or ground sublease granted by the fee owner of real property or a master ground lessee from such fee owner, (b) which may be transferred and/or assigned without the consent of the lessor (or as to which the lease expressly provides that (i) such lease may be transferred and/or assigned with the consent of the lessor and (ii) such consent shall not be unreasonably withheld or delayed) or subject to certain reasonable pre‑defined requirements, (c) which has a remaining term (including any renewal terms exercisable at the sole option of the lessee) of at least twenty (20) years, (d) under which no material default has occurred and is continuing, (e) with respect to which a Lien may be granted without the consent of the lessor (but subject to customary requirements regarding the nature of the holder of such Lien and prior notice to the lessor), (f) which contains customary and reasonable lender protection provisions, including, without limitation, provisions to the effect that (i) the lessor shall notify any holder of a Lien in such lease of the occurrence of any default by the lessee under such lease and shall afford such holder the option to cure such default, and (ii) in the event that such lease is terminated, such holder shall have the option to enter into a new lease having terms substantially identical to those contained in the terminated lease and (g) which otherwise contains no non-customary terms that are material and adverse to the lessee.

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

  • Qualified project means the construction or expansion of any capital project of the Borrower or any of its Restricted Subsidiaries, the aggregate actual or budgeted capital cost of which (in each case, including capital costs expended by the Borrower or any such Restricted Subsidiaries prior to the construction or expansion of such project) exceeds $50,000,000.

  • Property Value means the aggregate fair value of the properties (land and buildings) held by the Group according to the latest consolidated Financial Report, adjusted for any investments in and depreciations of the properties, respectively, during the period starting on the day falling immediately after the last day of the period covered by the latest consolidated Financial Report and ending on the relevant Record Date.

  • Qualified Assets means any of the following assets: (i) interests, rights, options, warrants or convertible or exchangeable securities of the Partnership; (ii) Debt issued by the Partnership or any Subsidiary thereof in connection with the incurrence of Funding Debt; (iii) equity interests in Qualified REIT Subsidiaries and limited liability companies (or other entities disregarded from their sole owner for U.S. federal income tax purposes, including wholly owned grantor trusts) whose assets consist solely of Qualified Assets; (iv) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Partnership; (v) cash held for payment of administrative expenses or pending distribution to security holders of the General Partner or any wholly owned Subsidiary thereof or pending contribution to the Partnership; and (vi) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Partnership and its Subsidiaries.

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

  • 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.