for all calculations related to Unencumbered Asset Value (other than with respect to Acquired Properties), the Annualized Adjusted NOI allocable to such Property, divided by the Capitalization Rate; and
. 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 Pool NOI. As of any date of calculation, the aggregate Adjusted Net Operating Income from all Unencumbered Properties for the trailing twelve (12) months; provided that, for calculation purposes, # revenues from any single tenant (together with its Affiliates) shall be limited to less than or equal to ten percent (10%) of the Unencumbered Pool NOI at any time; # from and after October 1, 2021, the aggregate Adjusted Net Operating Income from Unencumbered Properties located in any single metropolitan statistical area shall be limited to less than or equal to twenty five percent (25%) of the Unencumbered Pool NOI at any time, provided; however, for the two (2) calendar quarters immediately following the acquisition of additional Unencumbered Properties financed principally with Unsecured Indebtedness, such limit shall be increased to thirty percent (30%), provided that such increased limit shall only be permitted up to two (2) times during the term of this Agreement (as may be extended in accordance with the terms hereof); and # Adjusted Net Operating Income from Unencumbered Properties that are subject to a Ground Lease shall be limited to less than or equal to fifteen percent (15%) of the Unencumbered Pool NOI at any time.
“Unencumbered NOI” means, as for any period, the aggregate NOI that is attributable to all Unencumbered Eligible Properties owned, or ground leased pursuant to an Eligible Ground Lease, during such period; provided, that not more than 30% of the aggregate Unencumbered NOI
“Unencumbered Cash Flow Ratio” means, as of any date of determination, the ratio of # Adjusted NOI with respect to Unencumbered Properties for the fiscal quarter ending on such date to # Interest Expense on Unsecured Debt for the fiscal quarter ending on such date.
Unencumbered Pool Value. As of any date of calculation the sum of the Value of each Unencumbered Property as of such date. For the avoidance of doubt, the Adjusted Net Operating Income of the Unencumbered Properties for purposes of calculating Value shall be subject to the concentration limits set forth in the definition of Unencumbered Pool NOI.
Permit, as of the last day of any fiscal quarter, the ratio of Annualized Adjusted NOI from Unencumbered Assets to Interest Expense with respect to Unsecured Debt for the immediately preceding twelve (12) months, to be less than 1.75x.
“Adjusted Consolidated Unencumbered EBITDA” means, for any period, that portion of Adjusted Consolidated EBITDA for such period generated by Unencumbered Properties (following deductions for deemed capital expenditure reserves applicable to such Unencumbered Properties as set forth in the definition of Adjusted Consolidated EBITDA).
“Annualized Adjusted NOI” means # for each Property owned for twenty-four (24) months or more, Adjusted NOI for such Property for the immediately preceding twelve (12) month period; and # for each Property owned for a period of less than twenty-four (24) months and for each Property formerly qualifying as a Non-Income Producing Property that has been an Income-Producing Property for less than twelve (12) months, Adjusted NOI for such Property calculated by annualizing Adjusted NOI for such Property from the date such Property became an Income Producing Property to date and adjusting (through appropriate pro-rating, removal or other correction) for all annual or one-time lump sum payments or expenses with respect to the Property or for any extraordinary income or expense items with respect to such Property; provided that all amounts included in the above calculations with respect to Properties owned by Unconsolidated Affiliates (and not otherwise adjusted for interests in Unconsolidated Affiliates) shall be adjusted to include only that portion of such amounts attributable to Unconsolidated Affiliate Interests.
“Unencumbered Asset Value” means the sum of, without duplication, # the Value of all Properties (other than Pre-Leased Development Properties) that are Unencumbered Assets, provided that, with respect to any Unencumbered Assets that are Wholly-Owned by a Subsidiary that is not a Wholly Owned Subsidiary, the Value of such Properties shall be limited to the pro rata interest (based on the percentage ownership of Equity Interests in the applicable Subsidiary owned by the Consolidated Parties) in such Properties; plus # the Value of all Pre-Leased Development Properties that are Unencumbered Assets, plus # the Value of unrestricted cash and Cash Equivalents held by the Loan Parties in excess of $20,000,000; provided, however, that # to the extent the Value of Pre-Leased Development Properties included in the amount calculated pursuant to [clause (b) above], as determined on any calculation date, exceeds twenty percent (20.0%) of the total Unencumbered Asset Value, such Value of Pre-Leased Development Properties to be included in the calculation of Unencumbered Asset Value shall be automatically reduced to an amount which is equal to twenty percent (20.0%) of the total Unencumbered Asset Value (before taking into account the reduction in the total Unencumbered Asset Value resulting from such reduction), and # to the extent the Properties that are Wholly-Owned by a Subsidiary that is not a Wholly Owned Subsidiary included in the amount calculated pursuant to [clause (a) above], as determined on any calculation date, exceeds fifteen percent (15.0%) of the total Unencumbered Asset Value, the Value of such Properties to be included in the calculation of Unencumbered Asset Value shall be automatically reduced to an amount which is equal to fifteen percent (15.0%) of the total Unencumbered Asset Value (before taking into account the reduction in the total Unencumbered Asset Value resulting from such reduction).
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