Unencumbered Eligible Project means an Eligible Project (a) with respect to which either (i) one or more of the Loan Parties has a direct or indirect ownership interest of 100% or a ground leasehold interest under an Eligible Ground Lease, or (ii)(A) one or more of the Loan Parties has an ownership interest (whether directly or indirectly through a Subsidiary or through an interest in a Joint Venture) of more than 25%, (B) one or more Managed Programs has all of the remaining ownership interests in such Eligible Project and (C) the Company (whether directly or through a Subsidiary or a Joint Venture Controlled by the Company) controls the management of such Project, and (b) which is not subject (nor are any equity interests therein owned by the Company and Subsidiaries thereof subject) to any Liens or preferred equity interests, except for Permitted Encumbrances and buy sell rights with respect to Joint Ventures on customary terms and conditions. As used in this definition only, the term “control” shall mean the authority, with sole discretion, to make major management decisions with respect to the applicable Project, including with respect to sale, financing, refinancing, capital improvements, leasing and the grant of Liens on such Project and to manage the day to day operations of such Project. Notwithstanding the foregoing, (x) an Eligible Project located in a Designated Jurisdiction shall not qualify as an Unencumbered Eligible Project and (y) if any Consolidated Business that directly or indirectly owns an Eligible Project or a portion thereof is a borrower or guarantor of, or otherwise incurs a payment obligation in respect of, any Indebtedness of the type described in clause (a) of such definition that is not (1) owing to any of the Consolidated Businesses or (2) Secured Indebtedness (including, without limitation and for the avoidance of doubt, Indebtedness (other than Secured Indebtedness) that is incurred under or in connection with notes or bonds issued in a Rule 144A Transaction) and is not a Guarantor, such Eligible Project shall not qualify as an Unencumbered Eligible Project.
Unencumbered Eligible Project means any Eligible Project which is 100% owned by the Borrower and/or any Guarantor and that is not an Encumbered Eligible Project.
Unencumbered Eligible Project means any Eligible Project with is not an Encumbered Eligible Project.
Examples of Unencumbered Eligible Project in a sentence
The Borrower may request in writing that the Administrative Agent release a Guarantor, other than the Company, if (i) upon its release as a Guarantor, such entity will no longer own an Unencumbered Eligible Project and (ii) no Event of Default shall then be in existence or would occur as a result of such release.
If the occupancy level of an individual project falls below 75%, a capitalization rate of 10% will be used to determine the value of the individual Unencumbered Eligible Project.
The Borrower shall cause any Subsidiary of the Company or the Borrower that is not already a Guarantor (a “NEW GUARANTOR”) that owns an Eligible Project that the Borrower would like to include as an Unencumbered Eligible Project hereunder to execute and deliver to the Administrative Agent an Accession Agreement to the Guaranty as a condition to including such Eligible Project as an Unencumbered Eligible Project in accordance with the terms hereof.
The Borrower shall cause any Subsidiary of the Company or the Borrower that is not already a Guarantor that owns an Eligible Project that the Borrower would like to include as an Unencumbered Eligible Project hereunder to execute and deliver to the Administrative Agent an Accession Agreement to the Guaranty as a condition to including such Eligible Project as an Unencumbered Eligible Project in accordance with the terms hereof.
There are no pending or, to the best of Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Unencumbered Eligible Project, nor, to the best of Borrower’s knowledge, are there any contemplated improvements to any Unencumbered Eligible Projects that may result in such special or other assessments.
More Definitions of Unencumbered Eligible Project
Unencumbered Eligible Project means an Eligible Project (a) which is located in the United States, Canada, United Kingdom, Germany, Spain or France (properties located outside the United States and Canada shall not exceed 25% of Unencumbered Eligible Projects, increasing to 35% of Unencumbered Eligible Projects upon the acquisition of a Managed REIT), (b) with respect to which either (i) one or more of the Loan Parties has an ownership interest of 100% or a ground leasehold interest under an Eligible Ground Lease, or (ii)(A) one or more of the Loan Parties has an ownership interest (whether directly or through an interest in a Joint Venture) of more than 25%, (B) one or more Managed REITs has all of the remaining ownership interests (whether directly or through an interest in a Joint Venture) not owned by the Company and (C) the Company (whether directly or through a Subsidiary or a Joint Venture Controlled by the Company) controls the management of such Project, and (c) which is not subject (nor are any equity interests therein owned by the Company and Subsidiaries thereof subject) to any Liens or preferred equity interests, except for Permitted Encumbrances and buy sell rights with respect to Joint Ventures on customary terms and conditions. As used in this definition only, the term “control” shall mean the authority, with sole discretion, to make major management decisions with respect to the applicable Project, including with respect to sale, financing, refinancing, capital improvements, leasing and the grant of Liens on such Project and to manage the day to day operations of such Project.
Unencumbered Eligible Project means an Eligible Project (a) with respect to which either (i) one or more of the Loan Parties has a direct or indirect ownership interest of 100% or a ground leasehold interest under an Eligible Ground Lease, or (ii)(A) one or more of the Loan Parties has an ownership interest (whether directly or indirectly through a Subsidiary or through an interest in a Joint Venture) of more than 25%, (B) one or more Managed Programs has all of the remaining ownership interests in such Eligible Project and (C) the Company (whether directly or through a Subsidiary or a Joint Venture Controlled by the Company) controls the management of such Project, and (b) which is not subject (nor are any equity interests therein owned by the Company and Subsidiaries thereof subject) to any Liens or preferred equity interests, except for Permitted Encumbrances and buy sell rights with respect to Joint Ventures on customary terms and conditions. As used in this definition only, the term “control” shall mean the
Unencumbered Eligible Project means an Eligible Project (a) which is located in the United States, (b) with respect to which either (i) one
Unencumbered Eligible Project means an Eligible Project (a) which is located in the United States, (b) with respect to which either (i) one or more of the Loan Parties has an ownership interest of 100% or a ground leasehold interest under an Eligible Ground Lease, or (ii)(A) one or more of the Loan
Unencumbered Eligible Project means an Eligible Project (a) with respect to which either (i) one or more of the Company or any Subsidiary Guarantor has a direct or indirect ownership interest of 100% or a ground leasehold interest under an Eligible Ground Lease, or (ii)(A) one or more of the Company or any Subsidiary Guarantor has an ownership interest (whether directly or indirectly through a Subsidiary or through an interest in a Joint Venture) of more than 25%, (B) one or more Managed Programs has all of the remaining ownership interests in such Eligible Project and (C) the Company (whether directly or through a Subsidiary or a Joint Venture Controlled by the Company) controls the management of such Project, and (b) which is not subject (nor are any equity interests therein owned by the Company and Subsidiaries thereof subject) to any Liens or preferred equity interests, except for Liens permitted pursuant to Section 10.5(a) to (k) (inclusive) and buy sell rights with respect to Joint Ventures on customary terms and conditions. As used in this definition only, the term “control” shall mean the authority, with sole discretion, to make major management decisions with respect to the applicable Project, including with respect to sale, financing, refinancing, capital improvements, leasing and the grant of Liens on such Project and to manage the day to day operations of such Project.
Unencumbered Eligible Project means an Eligible Project (a) which is located in the United States, Canada, United Kingdom, Germany, Spain, France, Netherlands or Finland, (b) with respect to which either (i) one or more of the Loan Parties has an ownership interest of 100% or a ground leasehold interest under an Eligible Ground Lease, or (ii)(A) one or more of the Loan Parties has an ownership interest (whether directly or through an interest in a Joint Venture) of more than 25%, (B) one or more Managed REITs has all of the remaining ownership interests (whether directly or through an interest in a Joint Venture) not owned by the Company and (C) the Company (whether directly or through a Subsidiary or a Joint Venture Controlled by the Company) controls the management of such Project, and (c) which is not subject (nor are any equity interests therein owned by the Company and Subsidiaries thereof subject) to any Liens or preferred equity interests, except for Permitted Encumbrances and buy sell rights with respect to Joint Ventures on customary terms and conditions. As used in this definition only, the term “control” shall mean the authority, with sole discretion, to make major management decisions with respect to the applicable Project, including with respect to sale, financing, refinancing, capital improvements, leasing and the grant of Liens on such Project and to manage the day to day operations of such Project.
Unencumbered Eligible Project means an Eligible Project (a) which is located in the United States, Canada, United Kingdom, Germany, Spain, France Japan, Australia, Netherlands, Poland, Switzerland, Finland or Puerto Rico, (b) with respect to which either (i) the Borrower has a direct or indirect ownership interest of 100% or a ground leasehold interest under an Eligible Ground Lease, or (ii) the Borrower has an ownership interest directly or indirectly through an interest in an Eligible Joint Venture of more than 25% (provided that such minimum 25% ownership requirement shall not apply to the U-Haul/Mercury properties and the BPS Nevada property), and (c) which is not subject (nor are any equity interests therein owned by the Borrower, W.P Xxxxx Inc. and Subsidiaries and Affiliates thereof subject) to any Liens or preferred equity interests, except for Permitted Encumbrances and buy sell rights with respect to Joint Ventures on customary terms and conditions.