Unencumbered Asset Value. Promptly after discovery of any setoff, claim, withholding or defense asserted or effected against any Loan Party, or to which any Unencumbered Asset is subject, which could reasonably be expected to (i) have a material adverse effect on the value of an Unencumbered Asset, (ii) have a Material Adverse Effect or (iii) result in the imposition or assertion of a Lien against any Unencumbered Asset which is not a Permitted Lien, notice to the Administrative Agent thereof.
Unencumbered Asset Value. As of the date of determination, without duplication, the sum of the following amounts on such date, all as determined for the Consolidated Entities on a consolidated basis in accordance with GAAP: (i) Unrestricted Cash and Cash Equivalents, (ii) the Capitalized Value of all Unencumbered Properties owned or leased under a Ground Lease by a Consolidated Entity or a Controlled JV Entity (excluding the Capitalized Value of Unencumbered Properties that are classified as Development Properties as of such date and the Capitalized Value of all Unencumbered Properties that were not owned by any Consolidated Entity or Controlled JV Entity for four full fiscal quarters as of such date) which are multifamily properties, (iii) the undepreciated book value of all Unencumbered Properties which are multifamily properties and are owned or in operation by any Consolidated Entity or Controlled JV Entity for less than four (4) full fiscal quarters as of such date and all Unencumbered Properties that are classified as Development Properties as of such date, and (iv) the undepreciated book value of all Unencumbered Properties that are classified as other improved Real Estate owned or leased under a Ground Lease by a Consolidated Entity or Controlled JV Entity that is not a multifamily property or Unimproved Land as of such date. With respect to any Unencumbered Properties that are owned or leased by a Controlled JV Entity, the Unencumbered Asset Value attributable to such Unencumbered Properties shall be equal to Borrower’s pro rata economic share of the Capitalized Value or undepreciated book value, as applicable, of such Unencumbered Property. For purposes of this definition, to the extent (A) the Unencumbered Asset Value attributable to the total of all of Development Properties, Controlled JV Entities, other Real Estate that is not a multifamily property and Unimproved Land would exceed twenty percent (20%) of Unencumbered Asset Value, such excess shall be excluded, and (B) the Unencumbered Asset Value attributable to Controlled JV Entities would exceed ten percent (10%) of Unencumbered Asset Value, such excess shall be excluded. Unencumbered Properties. Eligible Real Estate which satisfy all conditions set forth in §7.16(a), or which have been included in the calculation of Unencumbered Asset Value pursuant to §7.16(b). The initial properties designated by the Borrower to be Unencumbered Properties are described on Schedule 1.2 hereto.
Unencumbered Asset Value. At all times prior to the Investment Grade Rating Date, but subject to the last sentence of Section 8.13(a), the Borrower shall ensure that at least ninety percent (90%) of the Unencumbered Asset Value is attributable to Eligible Unencumbered Properties owned or leased under a Ground Lease by Material Subsidiary Guarantors and/or Other Subsidiary Guarantors.
Unencumbered Asset Value. Promptly after a Responsible Officer becomes aware of any setoff, claim, withholding or defense asserted or effected against any Borrower Party, or to which any Unencumbered Asset is subject, which could reasonably be expected to (i) have a material adverse effect on the value of an Unencumbered Asset, (ii) have a Material Adverse Effect or (iii) result in the imposition or assertion of a Lien against any Unencumbered Asset which is not a Permitted Lien, notice to the Administrative Agent thereof.
Unencumbered Asset Value. On a consolidated basis for Borrower and the Unencumbered Property Subsidiaries (and all Subsidiary Guarantors as applicable under clause (iii)), Unencumbered Asset Value shall mean the sum of (without duplication with respect to any Unencumbered Property):
Unencumbered Asset Value. The Parent shall not permit the Unencumbered Asset Value of the Parent and its Subsidiaries to be less than (i) $235,000,000 at any time from the Agreement Date to (but not including) June 30, 2021 and (ii) at all times from and after June 30, 2021, $500,000,000.
Unencumbered Asset Value. The Parent shall not permit Unencumbered Asset Value to be less than $400,000,000 at any time.
Unencumbered Asset Value. With respect to an Unencumbered Pool Asset for any date of determination, an amount equal to (a) in the case of an Unencumbered Pool Asset owned or leased by the Borrower or Wholly-Owned Subsidiary of the Borrower for the entire period of four consecutive fiscal quarters most recently ended, the Capitalized Value; and (b) in the case of an Unencumbered Pool Asset acquired during the period of four consecutive fiscal quarters most recently ended, the purchase price (converted to Dollars if necessary) paid by the Borrower or any of its Subsidiaries for such Unencumbered Pool Asset exclusive of (i) closing and other transaction costs to the extent not capitalized under FASB ASC 805 and (ii) any amounts paid to the Borrower or such Subsidiary as a purchase price adjustment, or any amounts held in escrow, to be retained as a contingency reserve, or held pursuant to other similar arrangements in connection with such acquisition.
Unencumbered Asset Value. As of any date of determination, the Unencumbered Asset Value shall be, without duplication, the sum of (a) (i) the Unencumbered Net Operating Income (excluding Subject Properties with negative Net Operating Incomes, Subject Properties acquired during the trailing twelve (12) months and Subject Properties disposed of during the fiscal quarter most recently ending) for the Calculation Period, annualized as applicable, divided by (ii) the applicable Capitalization Rate, plus (b) the acquisition cost of all Subject Properties acquired during the trailing twelve (12) month period determined in accordance with GAAP.
Unencumbered Asset Value. At all times during the preceding fiscal quarter of the Borrower, there were three (3) or more Eligible Unencumbered Assets and Unencumbered Asset Value is equal to, or greater than, $800,000,000.
