. 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. The members of the Company Group, as applicable, have good and marketable title to all the properties and assets set forth on [Schedule 4.18(A)] of the Disclosure Letter, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as # are described in the Public Filings, # do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by such member of the Company Group, or # set forth on [Schedule 4.18(A)] of the Disclosure Letter. The members of the Company Group, as applicable, have good and marketable leasehold title to all the properties and assets set forth on [Schedule 4.18(B)] of the Disclosure Letter. The real property, improvements, equipment and personal property held under lease by the Company Group are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company Group. There is no pending or, to the knowledge of the Company Group, threatened condemnation, expropriation, eminent domain or rezoning proceeding affecting all or any portion of any of the properties owned or leased by the Company Group. There are no outstanding options or other contractual rights to purchase, lease, use, or rights of first offer or first refusal to purchase, any property owned by the Company Group or any portion thereof or interests therein or contracts relating to the right to receive any portion of the income or profits from the sale, operation or development thereof. No member of the Company Group have received written notice that the operation of any property owned or leased by the Company as presently conducted is in material violation of any material contract (beyond applicable notice and cure periods) or any applicable building code, zoning ordinance, or other law.
Properties. The Company has valid land use rights for all real property that is material to its business and good, clear and marketable title to all the tangible properties and tangible Assets reflected in the latest balance sheet as being owned by the Company or acquired after the date thereof which are, individually or in the aggregate, material to the Company’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Material Liens, encumbrances, claims, security interest, options and restrictions of any nature whatsoever. Any real property and facilities held under lease by the Company are held by them under valid, subsisting and enforceable leases of which the Company is in compliance, except as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.
Producing Assets that are Unencumbered Properties
“Minimum Property Condition” means, at any time, the aggregate Unencumbered Asset Value of all Unencumbered Eligible Properties is at least .
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.
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