Unencumbered Asset Pool Properties Clause Samples

The "Unencumbered Asset Pool Properties" clause defines the set of assets or properties that are not subject to any liens, mortgages, or other security interests and are thus freely available for use as collateral or for other specified purposes. In practice, this clause outlines the criteria that assets must meet to be included in the unencumbered pool, such as being free from third-party claims and meeting certain valuation or operational standards. By clearly identifying which assets are unencumbered, the clause ensures transparency for lenders or counterparties and helps manage risk by preventing double-pledging or overstatement of available collateral.
Unencumbered Asset Pool Properties. (a) Subject to clause (b) of this §7.18, the Eligible Real Estate included in the calculation of the Unencumbered Asset Pool Availability and as Unencumbered Asset Pool Properties shall at all times satisfy all of the following conditions: (A) the Eligible Real Estate shall meet the requirements set forth in the definition of “Eligible Real Estate” in §1.1, shall be free and clear of all Liens other than the Liens permitted in §8.2(i)(A), §8.2(i)(B)(II), §8.2(iv) (A) and §8.2(v), and (B) except as may be set forth in any documentation evidencing permitted Unsecured Debt, the Eligible Real Estate shall not have applicable to it any restriction on the sale, pledge, transfer, mortgage or assignment of such property (including any restrictions contained in any applicable organizational documents) other than any restriction on sale, transfer or assignment arising (1) under any agreement (x) to reimburse, indemnify and hold harmless ▇▇▇▇ ▇▇▇▇▇▇▇▇ and his Related Parties from any income tax liability (and any income taxes on such payments) resulting from any sale of Real Estate by the REIT, the Borrower or any of their Subsidiaries, so long as ▇▇▇▇ ▇▇▇▇▇▇▇▇’ and his Related Parties’ right to receive such payments are subordinated on terms reasonably acceptable to the Agent to the prior payment in full of the Obligations in the event that the Obligations have been accelerated pursuant to §12.1, or (y) granting ▇▇▇▇ ▇▇▇▇▇▇▇▇ a veto right over any sale by the REIT, the Borrower or any of their Subsidiaries of Real Estate that he contributed to the Borrower in exchange for Equity Interests in the Borrower but only if such agreement excludes such right of veto if the Obligations have been accelerated pursuant to §12.1, or (2) under any other tax protection agreement approved in writing by Agent; (ii) none of the Eligible Real Estate shall have any material title, survey, environmental, structural or other defects that would give rise to a materially adverse effect as to the value, use of, operation of or ability to sell or finance such property; (iii) except for Leased Data Center DRT-PHX, if such Real Estate is owned by a Subsidiary Guarantor, the only asset of such Subsidiary shall be the Eligible Real Estate included in the calculation of the Unencumbered Asset Pool Availability and inclusion as Unencumbered Asset Pool Properties and related fixtures and personal property; (iv) no Person other than the Borrower and its direct and indirect equity holders and Wholly ...
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Unencumbered Asset Pool Properties. Schedule 5.21 hereto contains a complete and accurate list of all Properties comprising the Unencumbered Asset Pool as of the Closing Date (and as updated in accordance with the terms of Section 6.02 hereof). Each Property comprising the Unencumbered Asset Pool satisfies each of the requirements set forth in the definition of “Unencumbered Asset Pool.” The Borrower makes the following representations and warranties, to its knowledge, with respect to each individual Property included in the Unencumbered Asset Pool, as of the Closing Date (or, if later, as of the date such Property is added to the Unencumbered Asset Pool) and except as disclosed in the Borrower’s filings with the Securities and Exchange Commission or otherwise disclosed in writing to the Administrative Agent:
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Related to Unencumbered Asset Pool Properties

  • Unencumbered Properties Each Property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria.”

  • Unencumbered Assets Schedule 6.26 hereto contains a complete and accurate description of Unencumbered Assets as of March 31, 2021 and as supplemented from time to time including the entity that owns each Unencumbered Asset. With respect to each Project identified from time to time as an Unencumbered Asset, the Borrower hereby represents and warrants as follows except to the extent disclosed in writing to the Lenders and approved by the Required Lenders (which approval shall not be unreasonably withheld) or except to the extent the failure of such representation and warranty to be true would not materially adversely affect the use and operation of such Project for its intended use or its marketability or value: (a) No portion of any improvement on the Unencumbered Asset is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, the Borrower has obtained and will maintain the insurance prescribed in Section 6.20 hereof. (b) To the Borrower’s knowledge, the Unencumbered Asset and the present use and occupancy thereof are in material compliance with all Applicable Laws (including all Environmental Laws). (c) The Unencumbered Asset is served by all utilities required for the current or contemplated use thereof. All utility service is provided by public utilities and the Unencumbered Asset has accepted or is equipped to accept such utility service. (d) All public roads and streets necessary for service of and access to the Unencumbered Asset for the current or contemplated use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (e) The Unencumbered Asset is served by public water and sewer systems or, if the Unencumbered Asset is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems. (f) The Borrower is not aware of any latent or patent structural or other significant deficiency of the Unencumbered Asset. The Unencumbered Asset is free of damage and waste that would materially and adversely affect the value of the Unencumbered Asset, is in good repair and there is no deferred maintenance other than ordinary wear and tear. The Unencumbered Asset is free from damage caused by fire or other casualty. There is no pending or, to the actual knowledge of the Borrower threatened condemnation proceedings affecting the Unencumbered Asset, or any material part thereof. (g) To the Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Asset are in a good and safe condition and repair and to the Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems. (h) All improvements on the Unencumbered Asset lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Asset, no such improvements encroach upon easements benefiting the Unencumbered Asset other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Asset and no improvements on adjoining properties encroach upon the Unencumbered Asset or easements benefiting the Unencumbered Asset other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Asset. All amenities, access routes or other items that materially benefit the Unencumbered Asset are under direct control of the Borrower, constitute permanent easements that benefit all or part of the Unencumbered Asset or are public property, and the Unencumbered Asset, by virtue of such easements or otherwise, is contiguous to a physically open, dedicated all weather public street, and has the necessary permits for ingress and egress. (i) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Asset except to the extent such items are being contested in good faith and as to which adequate reserves have been provided. (j) The Unencumbered Asset satisfies each of the requirements for an Unencumbered Asset as set forth in the definition thereof. A breach of any of the representations and warranties contained in this Section 6.26 with respect to a Project shall disqualify such Project from being an Unencumbered Asset for so long as such breach continues (unless otherwise approved by the Required Lenders) but shall not constitute a Default (unless the elimination of such Property as an Unencumbered Asset results in a Default under one of the other provisions of this Agreement).

  • Borrowing Base Properties (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of Parent and Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to: (b) Pay all real estate and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Borrowing Base Property, now or hereafter levied or assessed or imposed against any Borrowing Base Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted). (c) Promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any Borrowing Base Property (except those which are being contested in good faith by appropriate proceedings diligently conducted), and in any event never permit to be created or exist in respect of any Borrowing Base Property or any part thereof any other or additional Lien or security interest other than Liens permitted by Section 8.01. (d) Operate the Borrowing Base Properties in a good and workmanlike manner and in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgment. (e) Cause each other Loan Party to, to the extent owned and controlled by a Loan Party, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each Borrowing Base Property.

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

  • Maintenance of Total Unencumbered Assets The Company and its Subsidiaries will maintain at all times Total Unencumbered Assets of not less than 200% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis.