Qualifying Unencumbered Property definition
Qualifying Unencumbered Property means any Property (excluding Unimproved Assets) from time to time which (i) is an operating Office Property or Parking Property or constitutes primarily a warehouse distribution facility wholly-owned (directly or beneficially) by Borrower, a Financing Partnership or a Joint Venture Subsidiary, (ii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower, EOPT or any Joint Venture Parent subject) to a Lien which secures Indebtedness of any Person other than Permitted Liens, and (iii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower, EOPT or any Joint Venture Parent subject) to any Negative Pledge. In addition, in the case of any Property that is owned by a Subsidiary of Borrower and/or EOPT, no such Property shall constitute Qualifying Unencumbered Property during any period of time that such Subsidiary is in default beyond the expiration of any applicable grace or cure period in the payment of any Indebtedness of such Subsidiary for borrowed money (other than Indebtedness with respect to which recourse for payment is limited to (i) specific assets related to a particular Property or group of Properties encumbered by a Lien securing such Indebtedness, which Properties, in any event, do not constitute Qualifying Unencumbered Properties, or (ii) any subsidiary of such Subsidiary (provided that if such subsidiary of such Subsidiary is a partnership, there is no recourse to such Subsidiary as a general partner of such partnership); provided, however, that personal recourse of such Subsidiary for any such Indebtedness for fraud, misrepresentation, misapplication of cash, waste, environmental claims and liabilities and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate indemnification agreements in non-recourse financing of real estate (each, a “Recourse Carveout Event”) shall not, by itself, cause such Indebtedness to be characterized as Indebtedness with respect to which recourse for payment is not limited as described in clauses (i) or (ii) above; unless, as a result of the occurrence of a Recourse Carveout Event, such Indebtedness becomes a recourse obligation of such Subsidiary).
Qualifying Unencumbered Property means any Property (including Raw Land and Property with Development Activity) from time to time which is owned directly or indirectly in fee (or ground leasehold) by Borrower, EQR, a Financing Partnership or a Joint Venture Subsidiary, which (i) is Raw Land, Construction Property, Redevelopment Property, Condo Property or an operating multifamily residential property, (ii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower or EQR subject) to a Lien which secures Indebtedness of any Person other than Permitted Liens, (iii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower or EQR subject) to any Negative Pledge, and (iv) in the case of any Property that is owned by a Subsidiary of the Borrower or EQR, is owned by a Subsidiary that does not have any outstanding Unsecured Debt (other than those items of Indebtedness set forth in clauses (d) or (e) of the definition of Indebtedness, or any Contingent Obligation except for guarantees for borrowed money). In addition, in the case of any Property that is owned by a Subsidiary of Borrower and/or EQR, if such Subsidiary shall commence any proceeding under any bankruptcy, insolvency or similar law, or any such involuntary case shall be commenced against it and shall remain undismissed and unstayed for a period of 90 days, then, simultaneously with the occurrence of such conditions, such Property shall no longer constitute a Qualifying Unencumbered Property. Notwithstanding the foregoing, for the purposes of this definition, a Property shall be deemed to be wholly-owned by Borrower if such Property shall be owned by a Down REIT or a wholly-owned Subsidiary of such Down REIT.
Qualifying Unencumbered Property means, as of the Initial Closing Date, the Real Property Assets set forth on Schedule 4.17 hereto (the "Initial Qualifying Unencumbered Properties") and thereafter any other Real Property Assets (without duplication) as designated by Borrower from time to time; provided, however that each such Real Property Asset, including the Initial Qualifying Unencumbered Property, must: (v) be a Real Property Asset upon which an apartment project and related improvements has been, or is being, constructed; (w) be wholly-owned (directly or beneficially) by Borrower; (x) not be subject (nor may any equity interests in such Property be subject) to a Lien (other than Permitted Liens) which secures Indebtedness of any Person; (y) not be subject (nor may any equity interests in such Property be subject) to any covenant, condition, or other restriction which prohibits the creation or assumption of any Lien upon such Real Property Asset; and (z) to the best knowledge of Borrower, not have Materials of Environmental Concern located on, under or above such Real Property Asset, which are reasonably expected, pursuant to Section 5.15, to involve an expenditure of Significant Environmental Cost. The Borrower may designate, in its sole discretion and at any time, the Real Property Assets which satisfy the requirements set forth herein and are thus Qualifying Unencumbered Properties. If, at any time, a Real Property Asset does not satisfy the requirements of subclauses (v) through (z) above, then it shall not be a Qualifying Unencumbered Property.
Examples of Qualifying Unencumbered Property in a sentence
Borrower may from time to time but no more frequently than quarterly deliver notice to the Agent stating that Borrower intends to designate a Property to become a Qualifying Unencumbered Property.
Borrower and EOPT shall not, and shall not allow any of their Subsidiaries, Financing Partnerships or Joint Venture Subsidiaries to, allow any Qualifying Unencumbered Property (or any equity interests in such Property that are owned directly or indirectly by Borrower, EOPT or any Joint Venture Parent), that is necessary to comply with the provisions of Sections 5.8(f) and (g) hereof, to become subject to a Lien that secures the Indebtedness of any Person, other than Permitted Liens.
The Borrower may from time to time but no more frequently than quarterly deliver notice to the Administrative Agent stating that the Borrower intends to designate a Property to become a Qualifying Unencumbered Property.
Any failure to timely deliver such a Joinder by the applicable due date shall result in the applicable Qualifying Unencumbered Property being removed immediately from the Unencumbered Property Pool.
Borrower shall thereafter submit on request by the Administrative Agent such additional information regarding the proposed addition to the Unencumbered Property Pool as Administrative Agent may reasonably request to confirm that the proposed Property is a Qualifying Unencumbered Property.
More Definitions of Qualifying Unencumbered Property
Qualifying Unencumbered Property means any Eligible Unencumbered Property which, as of any date of determination: (a) is not, nor is any of the Company’s direct or indirect ownership interests in the Subsidiary Guarantor owning such Project, subject to any Negative Pledge or any Lien (other than those described in clauses (a) through (d) of the definition of Permitted Liens); (b) had an Occupancy Percentage of at least sixty-five percent (65%) at the time it was added to the Unencumbered Property Pool; and (c) is not required to be eliminated by Section 10.8 hereof.
Qualifying Unencumbered Property means any Eligible Unencumbered Property which, as of any date of determination, has been approved by the Administrative Agent for inclusion in the Unencumbered Property Pool as provided in Section 2.22(i) and (ii), provided that such Eligible Unencumbered Property: (a) is not, nor is any of Borrower’s direct or indirect ownership interests in the Subsidiary Guarantor owning such Project, subject to any Negative Pledge or any Lien other than Permitted Liens set forth in Sections 6.16(i) through 6.16(iv); (b) unless an Unencumbered Development Project, had an Occupancy Percentage of at least 65% at the time it was added to the Unencumbered Property Pool, and (c) is then in compliance with all of the representations and warranties made by Borrower under Section 5.20 with respect to such Eligible Unencumbered Property.
Qualifying Unencumbered Property means any retail or industrial Property (excluding Unimproved Assets and interests in participating mortgages in which such Person's interest therein is characterized as equity according to GAAP) from time to time which (i) is an
Qualifying Unencumbered Property means any Property (excluding Unimproved Assets) from time to time which (i) is an operating Office Property or Parking Property wholly-owned (directly or beneficially) by Borrower, a Financing Partnership or a Joint Venture Subsidiary, (ii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower, EOPT or any Joint Venture Parent subject) to a Lien which secures Indebtedness of any Person other than Permitted Liens, (iii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower, EOPT or any Joint Venture Parent subject) to any Negative Pledge (provided that a financial covenant given for the benefit of any Person that may be violated by the granting of any Lien on any Property to secure any or all of the Obligations shall not be deemed a Negative Pledge).
Qualifying Unencumbered Property means any Real Property Asset from time to time which (i) is wholly-owned (directly or beneficially) by Borrower, (ii) is not subject (nor are any equity interests in such Property subject) to a Lien which secures Indebtedness of any Person other than Permitted Liens, and (iii) is not subject (nor are any equity interests in such Property subject) to any covenant, condition, or other restriction which prohibits or limits the creation or assumption of any Lien upon such Property (it being understood that covenants similar to those set forth in Section 5.8 hereof shall not be deemed to constitute any such prohibition or limitation). In addition, in the case of any Property that is owned by a Subsidiary of Borrower, if such Subsidiary shall commence any proceeding under any bankruptcy, insolvency or similar law, or any such involuntary case shall be commenced against it and shall remain undismissed and unstayed for a period of 60 days, then, simultaneously with the occurrence of such conditions, such Property shall no longer constitute a Qualifying Unencumbered Property.
Qualifying Unencumbered Property means any Property from time to time -------------------------------- which
Qualifying Unencumbered Property means any retail or industrial Property (excluding Unimproved Assets and interests in participating mortgages in which such Person's interest therein is characterized as equity according to GAAP) from time to time which (i) is an operating Real Property Asset which is owned directly or indirectly 100% in fee (or ground leasehold) by Borrower, a Financing Partnership or a Joint Venture Subsidiary, (ii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower, General Partner or any Joint Venture Parent subject) to a Lien which secures Indebtedness of any Person other than Permitted Liens, (iii) is not subject (nor are any equity interests in such Property that are owned directly or indirectly by Borrower, General Partner or any Joint Venture Parent subject) to any Negative Pledge (provided that a financial covenant given for the benefit of any Person that may be violated by the granting of any Lien on any Property to secure any or all of the Obligations shall not be deemed a Negative Pledge); provided, however, if, at the end of any Fiscal Quarter, (x) less than 85% of the rentable square feet of all Qualifying Unencumbered Properties are then occupied by tenants, and (y) during the prior four (4) Fiscal Quarters, less than an average of 85% of the rentable square feet of all Qualifying Unencumbered Properties were occupied by tenants, then Borrower shall select a sufficient number of Qualifying Unencumbered Properties to be disregarded in determining Unencumbered Asset Value such that as to the remaining Qualifying Unencumbered Properties either (x) no less than 85% of the rentable square feet of such remaining Qualifying Unencumbered Properties are then occupied by tenants, or (y) during the prior four Fiscal Quarters, no less than an average of 85% of the rentable square feet of such remaining Qualifying Unencumbered Properties were occupied by tenants.