TOTAL UNENCUMBERED VALUE means the portion of Total Value attributable to (x) Unencumbered assets (including, without limitation, the Unencumbered New York City Assets and the other Unencumbered Projects, but excluding Investment Funds and service company income) owned or ground-leased under an Eligible Ground Lease by the Consolidated Businesses and the Joint Ventures and (y) the Eligible Encumbered Properties, subject to the limitations set forth in the next paragraph and the following conditions and limitations: (i) only the amount of unrestricted Cash and Cash Equivalents in excess of $40,000,000 shall be included; (ii) Joint Venture Unencumbered Value for Joint Ventures in which the Borrower's beneficial economic interest is fifty-one percent (51%) or greater shall be included, PROVIDED the sale or financing of any Property owned or ground-leased by such Joint Venture is substantially controlled by the Borrower, subject to customary provisions set forth in the organizational documents of such Joint Venture with respect to financings, sales or rights of first refusal granted to other members of such Joint Venture; (iii) Joint Venture Unencumbered Value for Joint Ventures in which the Borrower's beneficial economic interest is less than fifty-one percent (51%) shall be included, provided that a majority of the beneficial economic interests in such Joint Ventures that are not owned by the Consolidated Businesses is owned or controlled by Qualified Joint Venture Partners; (iv) the portion of Total Unencumbered Value attributable to Performing Notes shall be included; (v) Land/Development Unencumbered Value shall be included; and (vi) the portion of Total Unencumbered Value attributable to Unencumbered office and industrial Projects owned or ground-leased under an Eligible Ground Lease by the Consolidated Businesses for less than four (4) fiscal quarters and which have received a certificate of occupancy shall be included.
TOTAL UNENCUMBERED VALUE means, as of any date, the sum, without duplication, of each of the following items, to the extent that each such item (the Project, the Management Contract, Cash and Cash Equivalents, Permitted Investments, Marketable Securities or other underlying assets, as applicable) is not subject to any Lien and, in each case, with appropriate adjustments for minority interests to reflect the actual percentage interest to which the Company and its Subsidiaries is entitled: (i) in respect of Unencumbered Eligible Projects owned for at least four (4) fiscal quarters, Adjusted Property EBITDA for such Unencumbered Eligible Projects as of the first day of the fiscal quarter in which such date occurs for the previous four (4) consecutive fiscal quarters divided by .10, (ii) the investment (at cost without depreciation) in Unencumbered Eligible Projects owned for fewer than four (4) consecutive fiscal quarters which is allocable to the Company and its Subsidiaries (with appropriate adjustments for minority interests), (iii) the product of 5 multiplied by the lesser of (a) the Adjusted Management EBITDA for the previous four (4) consecutive fiscal quarters or (b) the product of 2 multiplied by Adjusted Management EBITDA for the previous two (2) consecutive fiscal quarters, which amount under this clause (iii) shall not exceed 20% of Total Unencumbered Value, and (iv) the difference between (A) the sum of (1) unrestricted Cash and Cash Equivalents which would be included on the Consolidated Businesses' consolidated balance sheet as of such date, plus (2) the Fair Market Value of all Permitted Investments and Marketable Securities held by the Company and its Subsidiaries, minus (B) $20,000,000; provided, that (y) the aggregate investments in Unencumbered Eligible Projects which are not office, industrial/manufacturing, retail or distribution/warehouse shall not exceed (solely for purposes of this definition) 10% of the Total Unencumbered Value and (z) the aggregate investments in Unencumbered Eligible Projects which are not 100% owned (or leased under an Eligible Ground Lease) by a Borrower shall not exceed (solely for purposes of this definition) 15% of Total Unencumbered Value.
TOTAL UNENCUMBERED VALUE means, as of any measurement date, the sum of (i) with respect to Unencumbered Eligible Projects which have been owned by a Consolidated Business, as of the measurement date, for not less than four full consecutive calendar quarters, an amount equal to Adjusted NOI for all such Unencumbered Eligible Projects for the immediately preceding four consecutive calendar quarters as of the measurement date, divided by the Capitalization Rate; (ii) with respect to Unencumbered Eligible Projects which have been owned by a Consolidated Business for less than four full consecutive calendar quarters as of the measurement date, an amount equal to the cost of acquiring all such Unencumbered Eligible Projects less reasonable and customary transaction costs incurred in connection with such acquisition and (iii) an amount equal to the lesser of (a) the sum of (x) 75% of Book Value of undeveloped land not subject to a Lien that is owned by the Consolidated Businesses and (y) 75% of Book Value of Projects not subject to a Lien on which construction is in progress; provided that 100% of Book Value of such Projects shall be included for purposes of the calculating the sum in this clause (iii)(a) once a temporary certificate of occupancy has been issued for such Projects, and (b) 25% of Total Unencumbered Value before including the amount of Total Unencumbered Value derived from this clause (iii).
More Definitions of TOTAL UNENCUMBERED VALUE
TOTAL UNENCUMBERED VALUE means the portion of Total Value attributable to (x) Unencumbered assets (including, without limitation, the Unencumbered New York City Assets and the other Unencumbered Projects, but excluding Investment Funds and service company income) owned or ground-leased under an Eligible Ground Lease by the Consolidated Businesses and the Joint Ventures and (y) the Eligible Encumbered Properties, subject to the limitations set forth in the next paragraph and the following conditions and limitations: (i) only the amount of unrestricted Cash and Cash Equivalents in excess of $40,000,000 shall be included; (ii)
TOTAL UNENCUMBERED VALUE means, as of any date, the sum, without duplication, of each of the following items: (i) the Adjusted Book Value of all Unencumbered Properties, plus (ii) the Adjusted Book Value of all Eligible Properties that would otherwise qualify as Unencumbered Properties except that the Lease Coverage Ratio for each such Eligible Property is less than 1.50 to 1.0 on a fiscal year-to-date basis for both of the preceding two fiscal quarters (so long as such Lease Coverage Ratio is greater than 1.0 to 1.0 on a fiscal year-to-date basis in one of the preceding two fiscal quarters), which amount in this clause (ii) shall be limited to 10% of Total Unencumbered Value, plus (iii) the Adjusted Book Value of all Eligible Properties that would otherwise qualify as Unencumbered Properties except that the Lease Coverage Ratio for each such Eligible Property cannot be calculated because the Lease Credit Party under the Lease for such Eligible Property has not delivered financial statements under such Lease, which amount under this clause (iii) shall be limited to 3.5% of Total Unencumbered Value, plus (iv) the Adjusted Book Value of all Performing Secured Notes and Leases that are not subject to any Liens, which amount in this clause (iv) shall be limited to 15% of Total Unencumbered Value, plus (v) the Adjusted Book Value of all Unencumbered Construction Properties, which amount in this clause (v) shall be limited to 10% of Total Unencumbered Value; provided that (a) not more than 20% of Total Unencumbered Value may be attributable to any single Unencumbered Property (other than the Property known as Chauncey Ranch located in Scottsdale, Arizona), (b) not more than 15% of Total Unencumbered Value may be attributable to Unencumbered Properties and Unencumbered Construction Properties located outside the United States, (c) the weighted average remaining term for all Leases on Eligible Properties included in clauses (i), (ii) and (iii) above shall be at least eight (8) years, and (d) only 66?% of the Adjusted Book Value of the Unencumbered Properties and Eligible Properties described in clauses (i), (ii) and (iii) above shall be included in Total Unencumbered Value if such Unencumbered Property or Eligible Property is ground leased under an Other Ground Lease instead of an Eligible Ground Lease.
TOTAL UNENCUMBERED VALUE means the portion of Total Value
TOTAL UNENCUMBERED VALUE means the portion of Total Value attributable to Unencumbered assets (including, without limitation, the Unencumbered Projects, but excluding Investment Funds, land and development, and service company income) owned by the Consolidated Businesses and the Joint Ventures, subject to the following conditions and limitations: (i) Other Unencumbered Value shall be included only to the extent it does not exceed twelve and one-half percent (12.5%) of Total Unencumbered Value; (ii) Joint Venture Unencumbered Value shall be included to the extent that (A) the Borrower's beneficial economic interest in such Joint Ventures is fifty-one percent (51%) or greater and (B) the sale or financing of any Property owned by such Joint Venture is substantially controlled by the Borrower, subject to customary provisions set forth in the organizational documents of such Joint Venture with respect to financings, sales or rights of first refusal granted to other members of such Joint Venture, and (iii) the sum of Other Unencumbered Value and Joint Venture Unencumbered Value shall not exceed twenty percent (20%) of Total Unencumbered Value.
TOTAL UNENCUMBERED VALUE means, as of any measurement date, the sum of (i) with respect to all Unencumbered Eligible Projects which have been owned by the Borrower, as of the measurement date, for not less than four (4) full consecutive calendar quarters, an amount equal to Adjusted NOI for such Unencumbered Eligible Project for the immediately preceding four (4) consecutive calendar quarters as of the measurement date, divided by 9.0%; (ii) with respect to all Unencumbered Eligible Projects which have been owned by the Borrower for less than four (4) full consecutive calendar quarters as of the measurement date, an amount equal to the cost of acquiring such Unencumbered Eligible Projects less reasonable and customary transaction costs incurred in connection with such acquisition and (iii) an amount equal to the EBITDA derived from management and development activities of the Consolidated Businesses for the immediately preceding consecutive four (4) calendar quarters as of the measurement date divided by 15%, however, not to exceed $20 million. The sum of (i) and (ii) shall never fall below $100,000,000.
TOTAL UNENCUMBERED VALUE means, as of any measurement date, the sum of (i) with respect to all Unencumbered Eligible Projects which have been owned by the Borrower, as of the measurement date, for not less than four (4) full consecutive calendar quarters, an amount equal to Adjusted NOI for such Unencumbered Eligible Project for the immediately preceding four (4) consecutive calendar quarters as of the measurement date, divided by 8.25% (9.0% on and after September 1, 2005); (ii) with respect to all Unencumbered Eligible Projects which have been owned by the Borrower for less than four (4) full consecutive calendar quarters as of the measurement date, an amount equal to the cost of acquiring such Unencumbered Eligible Projects less reasonable and customary transaction costs incurred in connection with such acquisition and (iii) an amount equal to the EBITDA derived from management and development activities of the Consolidated Businesses for the immediately preceding consecutive four (4) calendar quarters as of the measurement date divided by 15%, however, not to exceed $20 million. The sum of (i) and (ii) shall never fall below $100,000,000.
TOTAL UNENCUMBERED VALUE. At no time shall (i) the Unsecured Indebtedness be greater than 60% of the Total Unencumbered Value, (ii) the Total Unencumbered Value be less than $100,000,000 or (iii) the Unencumbered Eligible Projects consist of less than ten (10) Eligible Projects."