Common use of Unencumbered Property Clause in Contracts

Unencumbered Property. A Real Estate Asset which at the date of determination, (i)(a) is 100% owned in fee or ground leased under an Eligible Ground Lease by (1) Borrower, (2) one of the Guarantors which is 100% owned directly or indirectly by the Borrower and/or the Company or (3) a Subsidiary of the Borrower (w) that is not a Guarantor, (x) that is 100% owned directly or indirectly by the Borrower and/or the Company, (y) that is not liable for any Indebtedness (whether secured or unsecured and including any guarantees of Indebtedness of another Person) and (z) that is not the subject of an event of the type described in §12.1(g) or §12.1(h) (an “Unencumbered Property Subsidiary”) or (b) consists of the Borrower’s joint venture equity interests in the Philadelphia Navy Yard so long as the Borrower owns at least 75% of the equity interests in such joint venture and the Borrower directly or indirectly has the sole authority to make decisions regarding any sales or financings related to such Real Estate Asset, (ii) is improved with one or more completed industrial or office buildings (including “flex” and warehouse buildings) or other similar commercial property of a type consistent with the Borrower’s business strategy; (iii) is not directly or indirectly subject to any Lien (other than Permitted Liens) or to any negative pledge agreement or other agreement that prohibits the creation of any Lien thereon; (iv) is a Real Estate Asset with respect to which each of the representations contained in §6.18 and §6.21 hereof is true and accurate as of such date of determination; (v) may be legally conveyed separately from any other Real Estate without the need to obtain any subdivision approval, zoning variance or other consent or approval from an unrelated Person; (vi) is located in the United States, Canada or Europe; and (vii) to the extent requested by the Agent, the Borrower has delivered to the Agent historical operating and leasing information relating to such Unencumbered Property, in form and substance reasonably satisfactory to the Agent. Each Real Estate Asset which satisfies the conditions set forth in this definition or with respect to which the Requisite Lenders have granted the necessary waivers pursuant to §5.2 shall be deemed to be an Unencumbered Property only during such periods of time as Borrower has included the same on the list of Unencumbered Properties attached to the most recent Compliance Certificate delivered hereunder.

Unencumbered Property. A Real Estate Asset which at the date of determination, (i)(a) is 100% owned in fee or ground leased under an Eligible Ground Lease by (1) the Borrower, (2) one of the Guarantors which is 100% owned directly or indirectly by the Borrower and/or the Company or (3) a an Unencumbered Property Subsidiary, provided that if an Unencumbered Property Subsidiary of the Borrower (w) that is not a Guarantor, (x) that is 100% owned directly or indirectly by the Borrower and/or the Company, (y) that is not subsequently becomes liable for any Indebtedness (other than Indebtedness owing to the Borrower) (whether secured or unsecured and including any guarantees of Indebtedness of another Person), all Real Estate Assets of such Subsidiary shall cease to be Unencumbered Properties unless such Subsidiary elects to become a Guarantor hereunder and complies with the provisions of §5.6 hereof (but notwithstanding anything to the contrary contained herein, the existence of such Indebtedness shall not result in a Default or an Event of Default, unless such Indebtedness was incurred in violation of §8.1) and the other requirements set forth above in this clause (zi) that is not the subject of an event of the type described in §12.1(g) or §12.1(h) (an “Unencumbered Property Subsidiary”) with respect to such Real Estate Asset are satisfied, or (b) consists of the Borrower’s joint venture equity interests in the Philadelphia Navy Yard so long as the Borrower owns at least 75% of the equity interests in such joint venture and the Borrower directly or indirectly has the sole authority to make decisions regarding any sales or financings related to such Real Estate Asset, ; (ii) (other than any Real Estate Asset that constitutes a Development Property or Undeveloped Land) is improved with one or more completed industrial or office buildings (including “flex” and warehouse buildings) or other similar commercial property of a type consistent with the Borrower’s business strategy; (iii) is not directly or indirectly subject to any Lien (other than Permitted Liens) or to any negative pledge agreement or other agreement that prohibits the creation of any Lien thereon; (iv) is a Real Estate Asset with respect to which each of the representations contained in §6.18 and §6.21 hereof is true and accurate as of such date of determination; (v) may be legally conveyed separately from any other Real Estate without the need to obtain any subdivision approval, zoning variance or other consent or approval from an unrelated Person; (vi) is located in the United States, Canada or Europethe United Kingdom; and (vii) to the extent requested by the Agent, the Borrower has delivered to the Agent historical operating and leasing information relating to such Unencumbered Property, in form and substance reasonably satisfactory to the Agent. Each Real Estate Asset which satisfies the conditions set forth in this definition or with respect to which the Requisite Lenders have granted the necessary waivers pursuant to §5.2 shall be deemed to be an Unencumbered Property only during such periods of time as the Borrower has included the same on the list of Unencumbered Properties attached to the most recent Compliance Certificate delivered hereunder.