Unencumbered Asset Conditions definition

Unencumbered Asset Conditions has the meaning specified in the definition of Unencumbered Assets.
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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.
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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.
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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.
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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).
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Unencumbered Asset Conditions set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting clause (a) in its entirety and substituting the following therefor: “(a) 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 Borrower 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.”
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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.”
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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;”
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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.

  • 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.

  • 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.

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

  • 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.