. 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 Property Value” means the aggregate Property Value with respect to all Unencumbered Properties that are Stabilized Properties.

§10.11 Unencumbered Properties. The Agent shall have received an executed Property Addition Request in respect of the Initial Unencumbered Properties and evidence reasonably satisfactory to Agent that all Liens (other than Permitted Liens) in respect of Unencumbered Properties shall have been terminated (or shall be terminated upon disbursement of the initial Loans).

“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).

§5. UNENCUMBERED PROPERTIES.

Properties. (a) Except as would not have a Material Adverse Effect, each Loan Party and each Restricted Subsidiary have good record, valid and marketable title in fee simple to, or valid leasehold interests in (to the extent such ownership or leasing concepts are applicable to such property in the jurisdiction in which it resides), all Material Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except for Permitted Liens and defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of each Loan Party and each of its Restricted Subsidiaries, taken as a whole, # is in good operating order, condition and repair (ordinary wear and tear excepted) and # constitutes all the property which is necessary for the business and operations of the Loan Parties as presently conducted except to the extent that any failure would not reasonably be expected to result in a Material Adverse Effect.

Unencumbered Property or Unencumbered Properties. The Eligible Real Estate which has been added as an Unencumbered Property under this Agreement in accordance with §5.1 and has not been removed pursuant to §5.2.

Minimum Occupancy. The Aggregate Occupancy Rate of the Unencumbered Properties shall not be less than eighty five percent (85%) at any time; provided that no Event of Default shall be deemed to have occurred under this §8.9(a) unless the Borrower shall have failed to cure such breach within ninety (90) days of the occurrence thereof, including, without limitation, by adding Unencumbered Properties pursuant to §5.1 or releasing Unencumbered Properties in accordance with §5.2;

to Unencumbered Properties held by parties that are not

“Unencumbered Interest Coverage Ratio” means, as of the last day of any fiscal quarter, the ratio of # Unencumbered NOI for all Unencumbered Eligible Properties for such fiscal quarter to # Unsecured Interest Expense for such fiscal quarter.