Unencumbered Asset Conditions definition

Unencumbered Asset Conditions has the meaning specified in the definition of Unencumbered Assets.
Sample 1Sample 2Sample 3
Unencumbered Asset Conditions means, with respect to any Asset, that such Asset is (a) a Technology Asset, Development Asset or Redevelopment Asset, (b)(i) wholly owned in fee simple absolute (or the equivalent thereof in the jurisdiction in which the applicable Asset is located), (ii) subject to a Qualifying Ground Lease or (iii) a Leased Asset, (c) not subject to any Lien (other than Permitted Liens) or any Negative Pledge, and (d) owned or leased directly by the Operating Partnership, a Wholly-Owned Subsidiary or a Controlled Joint Venture, the direct and indirect Equity interests in which are not subject to any Lien (other than Permitted Liens) or any Negative Pledge.
Sample 1Sample 2Sample 3
Unencumbered Asset Conditions means, with respect to any Proposed Unencumbered Asset, that such Proposed Unencumbered Asset (a) is an Office Asset, Redevelopment Asset or Development Asset located in the United States of America or Canada, (b) is owned in fee simple absolute or subject to a Qualifying Ground Lease, (c) except in the case of a Redevelopment Asset or a Development Asset, is income-producing, (d) is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (e) except in the case of any non-income producing Redevelopment Asset or Development Asset, is operated by a property manager reasonably acceptable to the Administrative Agent, (f) is not subject to mezzanine Debt financing, (g) is not subject to any Lien (other than Permitted Liens) or any Negative Pledge, (h) to the extent owned by a Loan Party that is a Subsidiary of the Borrower, none of the Borrower’s direct or indirect Equity Interests in such Subsidiary owner is subject to any Lien (other than Permitted Liens) or any Negative Pledge, (i) is an Asset with respect to which the Borrower directly, or indirectly through such Subsidiary owner, has the right to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Asset as security for the Obligations of the Loan Parties under or in respect of the Loan Documents, and (ii) to sell, transfer or otherwise dispose of such Asset and (j) is owned directly by the Borrower or a Guarantor.
Sample 1Sample 2Sample 3

Examples of Unencumbered Asset Conditions in a sentence

  • Promptly after discovery by a Responsible Officer of a Credit Party of any condition or event which causes any Unencumbered Asset to no longer to comply with the requirements set forth in the definition of Unencumbered Asset Conditions, provide written notice thereof.


More Definitions of Unencumbered Asset Conditions

Unencumbered Asset Conditions means, with respect to any Asset, that such Asset is (a) a Technology Asset, Development Asset or Redevelopment Asset, (b) wholly owned in fee simple absolute (or the equivalent thereof in the jurisdiction in which the applicable Asset is located) or subject to a Qualifying Ground Lease, (c) not subject to any Lien (other than Permitted Liens) or any Negative Pledge, and (d) owned directly by the Operating Partnership, a Wholly-Owned Subsidiary of the Operating Partnership or a Controlled Joint Venture, the direct and indirect Equity interests in which are not subject to any Lien (other than Permitted Liens) or any Negative Pledge.
Sample 1Sample 2
Unencumbered Asset Conditions means, with respect to any Asset, that: (i) such Asset is (a) a Technology Asset, Development Asset or Redevelopment Asset, in each case which is located in the United States of America, (b) wholly owned in fee simple absolute (or the equivalent thereof in the jurisdiction in which the applicable Asset is located) or subject to a Qualifying Ground Lease, (c) not subject to any Lien (other than Permitted Liens) or any Negative Pledge, and (d) owned directly by the Company, a Wholly-Owned Subsidiary of the Company or a Controlled Joint Venture, the direct and indirect Equity Interests in which are not subject to any Lien (other than Permitted Liens) or any Negative Pledge; and (ii) the Person which is the owner of such Asset shall have duly become a Subsidiary Guarantor (and at no time shall have incurred or assumed any other Debt) and shall have delivered to the holders of the Notes at the time such Person becomes a Subsidiary Guarantor all of the documents applicable to such Person described in Sections 4B(1)(c), (d), (e), (f), (h) and (i); provided, however, that (i) at all times when at least $25,000,000 aggregate principal amount of Notes is outstanding there shall be at least two (2) Assets located in two different states of the United States of America, and (ii) no such Asset shall have a single tenant (or group of affiliated entities that comprise all of the tenants).
Sample 1Sample 2
Unencumbered Asset Conditions set forth in Schedule B of the Note Agreement is hereby amended by (i) deleting clause (a) in its entirety and substituting the following therefor: “(a) is an Office Asset, Redevelopment Asset or Development Asset located in the United States of America or an International Jurisdiction,”, (ii) deleting the word “and” at the end of subsection (j) thereof, and (iii) adding thereto the following immediately after subsection (k) thereof: “, (l) in the case of ownership by a Guarantor domiciled in an International Jurisdiction the applicable law of which prohibits financial assistance of subsidiaries to their parents, either (i) indirect ownership of such Asset was not acquired by the Company through the purchase of, or subscription to, Equity Interests in such Guarantor or through the purchase of, or subscription to, other instruments giving the right to purchase Equity Interests in such Guarantor, or (ii) any applicable white-wash procedures have been completed to the satisfaction of the Administrative Agent and its local counsel in such International Jurisdiction, and (m) in the case of ownership by a Guarantor domiciled in France, such Guarantor is the borrower under a Qualified French Intercompany Loan documented in form and substance reasonably satisfactory to the Administrative Agent.”
Sample 1
Unencumbered Asset Conditions is hereby amended by deleting clause (d) thereof in its entirety and substituting therefor a new clause (d) to read as follows: “(d) is income-producing, and, unless the Total Unencumbered Asset Value as of the applicable date of determination is at least $1,000,000,000, is at least 70% occupied and not more than 30% of which is under development or redevelopment;”
Sample 1
Unencumbered Asset Conditions set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting the first clause (i) and clause (j) in their entirety and substituting the following therefor: “(i) is an Asset with respect to which the Borrower directly, or indirectly through such Subsidiary owner, has the right to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Asset as security for the Obligations of the Loan Parties under or in respect of the Loan Documents, and (ii) to sell, transfer or otherwise dispose of such Asset (provided, however, that in the case of the foregoing clauses (i)(i) and (i)(ii), (x) an agreement that conditions a Person’s ability to create Liens on its assets or to sell, transfer or otherwise dispose of its assets upon the maintenance of one or more specified ratios but that does not otherwise generally prohibit the creation of Liens on assets or the sale, transfer or disposition of assets, or the taking of such actions with respect to specific assets, shall not be deemed a violation of or prohibition under this clause (i), and (y) any restriction under the Note Documents on sales, transfers or other dispositions of assets during the existence of a default or event of default (or any such restriction under the Note Documents that would apply if a default or event of default would result from any such sales, transfers or other dispositions) shall not be deemed a violation of or prohibition under this clause (i) so long as such provision is generally consistent with a comparable provision of the Loan Documents), (j) is owned directly by the Borrower or a Guarantor, and (k) in the case of ownership by a Guarantor, one-hundred percent (100%) of all of the equity interests (other than directors’ qualifying shares) and voting interests (such ownership being defined as “Wholly-Owned”) of such Guarantor are owned by one or more of the Borrower and/or any other Wholly-Owned Subsidiary of the Borrower at such time.”
Sample 1

Related to Unencumbered Asset Conditions

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

  • 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.

  • 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).

  • Unencumbered Property means any one of the Unencumbered Properties.

  • Unencumbered NOI means, for any period, the total for such period of (a) the NOI of all Unencumbered Properties; provided that this clause (a) shall not include any NOI that is subject to any Lien (other than Permitted Liens); plus (b) the management fees of the Companies that are not subject to any Lien (other than Permitted Liens) less related expenses; plus (c) Allowed Unconsolidated Affiliate Earnings that are not subject to any Lien (other than Permitted Liens); minus (d) the amount, if any, by which the sum of the amounts of clauses (b) and (c) above exceeds 40% of the sum of the amounts of clauses (a), (b) and (c) above.

  • Asset Coverage Test is met if the Adjusted Aggregate Asset Amount (as defined below) shall be in an amount at least equal to the Canadian Dollar Equivalent of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated on the relevant Calculation Date. For greater certainty, references in this Schedule to “immediately preceding Calculation Date” and “previous Calculation Date” are to the Calculation Period ending on the Calculation Date.

  • 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.

  • 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.

  • 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.

  • Asset Coverage Ratio means, on a consolidated basis for Borrower and its Subsidiaries, the ratio which the value of total assets, less all liabilities and indebtedness not represented by Senior Securities, bears to the aggregate amount of Senior Securities representing indebtedness of the Borrower and its Subsidiaries (all as determined pursuant to the Investment Company Act and any orders of the SEC issued to the Borrower thereunder). For clarity, the calculation of the Asset Coverage Ratio shall be made in accordance with any exemptive order issued by the Securities and Exchange Commission under Section 6(c) of the Investment Company Act relating to the exclusion of any Indebtedness of any SBIC Subsidiary from the definition of Senior Securities only so long as (a) such order is in effect, and (b) no obligations have become due and owing pursuant to the terms of any Permitted SBIC Guarantee.

  • 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.

  • 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.

  • Undepreciated Real Estate Assets as of any date means the cost (original cost plus capital improvements) of real estate assets of the Company and its Subsidiaries on such date, before depreciation and amortization, determined on a consolidated basis in accordance with GAAP.

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

  • Eligible Real Property means, at any time of determination, Real Property owned by Borrower which Lender, in its sole discretion, deems to be eligible for borrowing purposes.

  • Permitted Real Property Encumbrances means (i) those liens, encumbrances and other matters affecting title to any Mortgaged Property listed in the applicable title policy in respect thereof (or any update thereto) and found, on the date of delivery of such title policy to the Administrative Agent in accordance with the terms hereof, reasonably acceptable by the Administrative Agent, (ii) as to any particular real property at any time, such easements, encroachments, covenants, restrictions, rights of way, minor defects, irregularities or encumbrances on title which do not, in the reasonable opinion of the Administrative Agent, materially impair such real property for the purpose for which it is held by the mortgagor or owner, as the case may be, thereof, or the Lien held by the Administrative Agent, (iii) municipal and zoning laws, regulations, codes and ordinances, which are not violated in any material respect by the existing improvements and the present use made by the mortgagor or owner, as the case may be, of such real property, (iv) general real estate taxes and assessments not yet delinquent, and (v) such other items as the Administrative Agent may consent to.