Unencumbered Real Property definition

Unencumbered Real Property means any Real Property as to which neither such Real Property, nor any interest in the Person owning such Real Property, is (a) subject to any Lien (other than Liens described in clauses (i) -(iii) of Section 7.01(b)) or (b) subject to any agreement (other than this Agreement or any other Loan Document, and including any provision of the Organizational Documents of such Person) that prohibits or limits the creation of any Lien thereon as security for Indebtedness of the owner of such Real Property.
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Unencumbered Real Property means all Real Property as to which (i) -------------------------- neither such Real Property, nor any interest in the Person owning such Real Property, is subject to any Lien (other than Liens in respect of nondelinquent real estate taxes or assessments) or to any agreement (other than this Agreement or any other Loan Document, and including any provision of such Person's charter documents) that (A) prohibits the creation of any Lien thereon as security for Indebtedness of the Person owning such Real Property; or (B) limits the Indebtedness owed to the Banks in respect of which such Real Property may be encumbered to less than the full market value (determined using the Current Value Method) of such Real Property; (ii) the Person owning such Real Property, if a Borrower Entity or a Joint Venture Entity, has no Indebtedness other than Indebtedness permitted to exist under Section 6.4(i) (whether or not such Person is a Guarantor); and (iii) no event described in Section 8.3 or Section 8.4 has occurred and is continuing with respect to the Person that owns such Real Property (and including, for purposes of this definition only, any such event with respect to a Guarantor or Other Unencumbered Property Owner, whether or not it is a Material Borrower Entity, other than a merger or liquidation of a Guarantor or Other Unencumbered Property Owner into a Material Borrower Entity or Borrower).
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Unencumbered Real Property means any Real Property as to which neither such Real Property, nor any interest in the Person owning such Real Property, is (a) subject to any Lien (other than (i) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, (ii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person, or (iii) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person), or (b) subject to any agreement (other than this Agreement, and including any provision of the organizational documents of such Person) that prohibits or limits the creation of any Lien thereon as security for Indebtedness of the owner of such Real Property.
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Examples of Unencumbered Real Property in a sentence

  • Each of the Real Property Assets included as Eligible Unencumbered Real Property Asset for purposes of this Agreement satisfies the requirements for an Eligible Unencumbered Real Property Asset set forth in the definition thereof.

  • As of the Effective Date, the Compliance Certificate delivered as of such date sets forth a list of (i) each Eligible Unencumbered Real Property Asset and whether such Eligible Unencumbered Real Property Asset is subject to a Qualifying Ground Lease and (ii) any Mortgage Notes included in Eligible Unencumbered Mortgage Note Value.

  • The Borrower shall not permit the ratio of (i) Unencumbered Real Property Adjusted NOI to (ii) Consolidated Interest Expense on Unsecured Indebtedness as of the end of any fiscal quarter of Borrower to be less than 1.75:1.

  • The Company shall not amend, modify or assign any documentation relating to the Specified Unencumbered Real Property Assets or the Specified Norges JV Assets (including documentation relating to the intercompany debt) in a manner that is reasonably likely to have a material adverse effect on the holders of the Notes.

  • The Borrower shall not permit the ratio of (i) Unencumbered Real Property Value to (ii) total outstandings under Unsecured Indebtedness as of the end of any fiscal quarter of Borrower to be less than 1.75:1.

  • As of the Closing Date, Schedule 5.21 is a correct and complete list of all Unencumbered Real Property owned by the Borrower and its Subsidiaries.

  • Each of the assets included by the Borrower in calculations of Unencumbered Real Property Value and Unencumbered Real Property Adjusted NOI satisfies all of the requirements contained in the definition of “Unencumbered Real Property”.

  • Until the Guaranty and all items described in this Section 6.12 are delivered to the Administrative Agent, the Unencumbered Real Property owned by such Person shall not be included for the purposes of calculating the financial covenants set forth in Sections 7.11(d) and (e).

  • The Borrower shall not permit the ratio of (i) Unencumbered Real Property Adjusted NOI to (ii) Consolidated Interest Expense of the Borrower and its Subsidiaries on Unsecured Indebtedness as of the end of any fiscal quarter of Borrower times 4 to be less than 1.75:1.

  • Each Real Property included by the Borrower in calculations of Unencumbered Real Property Value and Unencumbered Real Property Adjusted NOI satisfies all of the requirements contained in the definition of “Unencumbered Real Property”.


More Definitions of Unencumbered Real Property

Unencumbered Real Property means any Real Property which satisfies the following requirements: (a) such Real Property is located in the United States of America; (b) neither such Real Property, nor if such Real Property is owned by a Subsidiary, any of the Borrower’s direct or indirect interest in such Subsidiary, is (i) subject to any Lien (other than Permitted Liens described in clause (a), (c) and (d) of the definition thereof) or (ii) subject to any agreement (other than this Agreement or any other Loan Document, but including any provision of the organizational documents of such Person) that prohibits or limits the creation of any Lien thereon as security for Indebtedness of the owner of such Real Property; and (c) regardless of whether such Real Property is owned by the Borrower or a Subsidiary, the Borrower has the right directly, or indirectly through a Subsidiary, to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on right, title and interest of the Borrower and/or a Subsidiary in such Real Property as security for Indebtedness of the Borrower or such Subsidiary, as applicable, and (ii) to sell, transfer or otherwise dispose of the right, title and interest of the Borrower and/or a Subsidiary, as applicable, to and in such Real Property. Notwithstanding clauses (b)(ii) and (c)(ii) of this definition, the Aviara Property shall be deemed to be an Unencumbered Real Property so long as (x) the Aviara Property Ground Lease remains in the form as in effect on the Agreement Date or as amended with the approval of the Administrative Agent and (y) the Aviara Property otherwise satisfies the requirements of this definition.
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Unencumbered Real Property means all Real Property as to which (i) -------------------------- neither such Real Property, nor any interest in the Person owning such Real Property, is subject to any Lien (other than Liens in respect of nondelinquent real estate taxes or assessments) or to any agreement (other than this Agreement or any other Loan Document, and including any provision of such Person's charter documents) that (A) prohibits the creation of any Lien thereon as security for Indebtedness of the Person owning such Real Property; or (B) limits the Indebtedness owed to the Bank in respect of which such Real Property may be encumbered to less than the full market value (determined using the Current Value Method) of such Real Property; and (ii) no event described in Section 8.3 or Section 8.4 has occurred and is continuing with respect to the Person that owns such Real Property (and including, for purposes of this definition only, any such event with respect to a Guarantor, whether or not it is a Material Borrower Entity, other than a merger or liquidation of a Guarantor into a Material Borrower Entity or the Borrower).
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Unencumbered Real Property means (i) any real property (including stores but excluding Non-Operating Assets) owned by a Loan Party as of February 25, 2013, (ii) any real property listed on Schedule 1.01 and (iii) any after-acquired real property (other than Non-Operating Assets) pursuant to Section 7.05(g), in each case, which is not subject to a Lien securing Indebtedness.
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Unencumbered Real Property means all Real Property as to which neither such real property, nor any interest in the Person owning such real property, is subject to any Lien (other than Liens in respect of nondelinquent real estate taxes or assessments) or to any agreement (other than this Agreement or any other Loan Document) that prohibits the creation of any Lien thereon as security for Indebtedness of the Person owning such real property.
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Unencumbered Real Property shall have the meaning assigned to such term in Section 3.8(b)(iii).
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Related to Unencumbered Real Property

  • 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.

  • Unencumbered Property means any one of the Unencumbered Properties.

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

  • 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 Asset means any Project which as of any date of determination, (a) is not subject to any Liens other than Permitted Liens set forth in Sections 9.5(i) through 9.5(v), (b) is not subject to any agreement (including any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such asset) which prohibits or limits the ability of the Borrower, or its Wholly-Owned Subsidiaries, as the case may be, to create, incur, assume or suffer to exist any Lien upon any assets or Capital Stock of the Borrower, or any of its Wholly-Owned Subsidiaries other than a Permitted Negative Pledge, (c) is not subject to any agreement (including any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such asset) which entitles any Person to the benefit of any Lien (but not subject to any Liens other than Permitted Liens set forth in Sections 9.5(i) through 9.5(v)) on any assets or Capital Stock of the Borrower or any of its Wholly-Owned Subsidiaries or would entitle any Person to the benefit of any Lien (but excluding the Permitted Liens set forth in Sections 9.5(i) through 9.5(v)) on such assets or Capital Stock upon the occurrence of any contingency (including, except in the case of a Material Credit Facility, pursuant to an “equal and ratable” clause), (d) is not the subject of any material architectural/engineering issue, as evidenced by a certification of the Borrower, and (e) is materially compliant with the representations and warranties in Article VI below. Notwithstanding the foregoing, if any Project is a “Superfund” site under federal law or a site identified in writing by the jurisdiction in which such Project is located as having significant environmental contamination under applicable state law, the Borrower shall so advise the Lenders in writing and the Required Lenders shall have the right to request from the Borrower a current detailed environmental assessment (or one which is not more than two years old for Unencumbered Assets owned as of the Agreement Execution Date), and, if applicable, a written estimate of any remediation costs from a recognized environmental contractor and to exclude any such Project from Unencumbered Assets at their election. No Project of a Wholly-Owned Subsidiary shall be deemed to be unencumbered unless such Project and all Capital Stock of such Wholly-Owned Subsidiary or any other intervening Wholly-Owned Subsidiary between the Borrower and such Wholly-Owned Subsidiary is unencumbered and neither such Wholly-Owned Subsidiary nor any other intervening Wholly-Owned Subsidiary between the Borrower and such Wholly-Owned Subsidiary has any Indebtedness for borrowed money (other than Indebtedness due to the Borrower).

  • Unencumbered means, with respect to any Hotel Property, at any date of determination, the circumstance that such Hotel Property on such date:

  • Unimproved Real Property means Property in which the Company has an equity interest that was not acquired for the purpose of producing rental or other operating income, that has no development or construction in process and for which no development or construction is planned, in good faith, to commence within one (1) year.

  • Unencumbered NOI means, for any period, Net Operating Income from all Eligible Properties.

  • Unencumbered Liquid Assets means cash, cash equivalents and/or publicly traded/quoted marketable securities acceptable to Bank in its sole discretion, free of any lien or other encumbrance. Account assets held in a fiduciary capacity by Borrower shall not qualify as Unencumbered Liquid Assets.

  • Unencumbered Pool means the pool of Unencumbered Assets.

  • Eligible Real Property means, as to each Borrower, Real Property owned by such Borrower in fee simple and included in an appraisal of such Real Property received by Agent in accordance with the requirements of this Agreement and in each case acceptable to Agent in good faith based on the criteria set forth below. Eligible Real Property shall not include: (a) Real Property which is not owned and operated by a Borrower; (b) Real Property subject to a security interest, lien or mortgage or other encumbrance in favor of any person other than Agent, except those permitted under Sections 9.8(b), (d) and (i) hereof; (c) Real Property that is not located in the United States of America; (d) Real Property that is not subject to the valid and enforceable, first priority, perfected security interest, lien and mortgage of Agent; (e) Real Property where Agent determines that issues relating to compliance with Environmental Laws materially adversely affect the value thereof or the ability of Agent to sell or otherwise dispose thereof (but subject to the right of Agent to establish Reserves after the date hereof to reflect such material adverse affect); (f) except as Agent may otherwise determine, Real Property improvements located on land which is not owned in fee simple by such Borrower; and (g) Real Property improved with residential housing. The criteria for Eligible Real Property set forth above may only be changed and any new criteria for Eligible Real Property may only be established by Agent acting in good faith based on either: (1) an event, condition or other circumstance arising after the date hereof, or (2) an event, condition or other circumstance existing on the date hereof to the extent Agent has no written notice thereof from any Borrower prior to the date hereof, in either case under clause (i) or (ii) which adversely affects or could reasonably be expected to adversely affect such Real Property in any material respect in the good faith determination of Agent.

  • Unencumbered Amount means, for the Class C( - ) Notes, an amount equal to the Nominal Liquidation Amount of the Class C( - ) Notes minus the Encumbered Amount for the Class C( - ) Notes.

  • 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.

  • Borrowing Base Properties means the Oil and Gas Properties of the Loan Parties included in the Initial Reserve Report and thereafter in the most recently delivered Reserve Report delivered pursuant to Section 8.12.

  • 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).

  • Owned Real Properties has the meaning set forth in Section 3.16(b).

  • Mortgaged Real Property means (a) each Real Property identified on Schedule 1.01(a) hereto and (b) each Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 5.11(c).

  • Real Properties means, at any time, a collective reference to each of the facilities and real properties (including the Borrowing Base Properties) owned or leased by the Consolidated Parties at such time.

  • Owned Real Property has the meaning set forth in Section 4.10(a).

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • 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.

  • Leased Real Property has the meaning set forth in Section 3.18(b).

  • 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.

  • Unencumbered Adjusted NOI means, for any period, the aggregate Adjusted NOI of all Unencumbered Properties excluding any Dark Property for such period.