Certain Permitted Investments. The Borrowers shall not, and shall not permit any Subsidiary or any other Loan Party to, make any Investment in or otherwise own or hold the following items (whether through the Borrowers, a Subsidiary, any other Loan Party or their respective Unconsolidated Affiliates) which would cause the aggregate value of such holdings of the Borrowers, such Subsidiaries and the other Loan Parties to exceed the percentage of Gross Asset Value set forth below at any time: (a) Investments in Unimproved Land shall not exceed three percent (3%) of Gross Asset Value; (b) Investments in securities of companies that are listed and actively traded on a national securities exchange shall not exceed five percent (5%) of Gross Asset Value; (c) Investments in Non-Multifamily Properties (including Construction-in-Process with respect thereto) shall not exceed five percent (5%) of Gross Asset Value; (d) Investments in Notes Receivable shall not exceed ten percent (10%) of Gross Asset Value; (e) Investments in Unconsolidated Affiliates shall not exceed twenty percent (20%) of Gross Asset Value; and (f) Construction-in-Process of Parent, GBP, the Subsidiaries and their Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates) in any Property shall not exceed twenty percent (20%) of Gross Asset Value (it being agreed that Construction-in-Process through joint ventures which are accounted for under the cost method of accounting will be included in this calculation to the extent of Parent's, GBP's, the Subsidiaries' and their Unconsolidated Affiliates' ownership interest in such joint ventures). Notwithstanding the foregoing, in no event shall the aggregate value of the holdings of the Borrowers, the Subsidiaries and the other Loan Parties in the Investments described in clauses (a) through (e) exceed twenty percent (20%) of Gross Asset Value at any time. For the purposes of this Section 9.3, a Property shall be considered Construction-in-Process until the issuance of a temporary or permanent certificate of occupancy (whichever occurs first) for such Property or phase thereof. For the purposes of this Section 9.3, the Investment of Borrowers, any Subsidiaries or any other Loan Party in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) (A) Parent's, GBP's and their Subsidiaries' pro rata share of the Adjusted EBITDA from such assets as determined for the preceding fiscal quarter, divided by (B) the Capitalization Rate, plus (ii) Parent's, GBP's and their Subsidiaries' pro rata share of Construction-in-Process for Properties of their Unconsolidated Affiliates, plus (iii) Parent's, GBP's and their Subsidiaries' pro rata share of their Unconsolidated Affiliate's Investment in Unimproved Land; plus (iv) Parent's, GBP's and their Subsidiaries' pro rata share of any other Investments valued at the lower of GAAP book value or market value.
Appears in 2 contracts
Samples: Credit Agreement (Gables Residential Trust), Credit Agreement (Gables Realty Limited Partnership)
Certain Permitted Investments. The Borrowers shall not, and shall not permit any Subsidiary other Loan Party or any other Loan Party Subsidiary to, make any Investment in or otherwise own or hold the following items (whether through the Borrowers, a Subsidiary, any other Loan Party or their respective Unconsolidated Affiliates) which would cause the aggregate value of such holdings of the Borrowers, such Subsidiaries and the other Loan Parties and the other Subsidiaries to exceed the percentage of Gross Asset Value applicable limits set forth below at any time: below:
(a) Investments in Unimproved Land shall Unconsolidated Affiliates and other Persons that are not exceed three percent Subsidiaries, such that the aggregate value of such Investments (3%determined in a manner consistent with the definition of Capitalized Value or, if not contemplated under the definition of Capitalized Value, as determined in accordance with GAAP) exceeds 25.0% of Gross Asset Value; Capitalized Value at any time;
(b) Investments in securities Unimproved Land, such that the current book value of companies that are listed and actively traded on a national securities exchange shall not exceed five percent (5%) all Unimproved Land exceeds 10.0% of Gross Asset Capitalized Value; ;
(c) Investments in Non-Multifamily Properties (including Construction-in-Process with respect thereto) shall not exceed five percent (5%) real property under construction such that the aggregate Construction Budget for all such real property exceeds 15.0% of Gross Asset Value; Capitalized Value at any time;
(d) Investments in Notes Receivable shall not exceed ten percent (10%) Mortgage Receivables and other promissory notes, such that the aggregate book value of Gross Asset Valueall such Mortgage Receivables and promissory notes exceeds 10.0% of Capitalized Value at any time; and
(e) Investments Properties leased under Ground Leases by any Borrower or any Subsidiary, as lessee, such that the current value (determined in Unconsolidated Affiliates shall not exceed twenty percent (20%accordance with the applicable provisions of the term “Capitalized Value”) of Gross Asset Value; and (f) Construction-in-Process such Properties exceeds 20.0% of Parent, GBP, the Subsidiaries and their Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates) in Capitalized Value at any Property shall not exceed twenty percent (20%) of Gross Asset Value (it being agreed that Construction-in-Process through joint ventures which are accounted for under the cost method of accounting will be included in this calculation time. In addition to the extent of Parent'sforegoing limitations, GBP's, the Subsidiaries' and their Unconsolidated Affiliates' ownership interest in such joint ventures). Notwithstanding the foregoing, in no event shall the aggregate value of the holdings of items subject to the Borrowers, the Subsidiaries and the other Loan Parties limitations in the Investments described in preceding clauses (a) through (e) shall not exceed twenty percent (20%) 40.0% of Gross Asset Capitalized Value at any time. For the purposes , and clauses (b) through (e) shall not exceed 20.0% of this Section 9.3, a Property shall be considered Construction-in-Process until the issuance of a temporary or permanent certificate of occupancy (whichever occurs first) for such Property or phase thereof. For the purposes of this Section 9.3, the Investment of Borrowers, Capitalized Value at any Subsidiaries or any other Loan Party in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) (A) Parent's, GBP's and their Subsidiaries' pro rata share of the Adjusted EBITDA from such assets as determined for the preceding fiscal quarter, divided by (B) the Capitalization Rate, plus (ii) Parent's, GBP's and their Subsidiaries' pro rata share of Construction-in-Process for Properties of their Unconsolidated Affiliates, plus (iii) Parent's, GBP's and their Subsidiaries' pro rata share of their Unconsolidated Affiliate's Investment in Unimproved Land; plus (iv) Parent's, GBP's and their Subsidiaries' pro rata share of any other Investments valued at the lower of GAAP book value or market valuetime.
Appears in 2 contracts
Samples: Credit Agreement (Lexington Realty Trust), Term Loan Agreement (Lexington Realty Trust)
Certain Permitted Investments. The Borrowers Parent and the Borrower shall not, and shall not permit any Subsidiary other Loan Party or any other Loan Party Subsidiary to, make any Investment in or otherwise own or hold the following items (whether through the Borrowers, a Subsidiary, any other Loan Party or their respective Unconsolidated Affiliates) which would cause the aggregate value of such holdings of the BorrowersParent, such Subsidiaries and the Borrower, the other Loan Parties and the other Subsidiaries to exceed the percentage of Gross Asset Value applicable limits set forth below at any time: below:
(a) Investments in Unimproved Land shall not exceed three percent (3%) of Gross Asset Value; (b) Investments in securities of companies Unconsolidated Affiliates and other Persons that are listed and actively traded on a national securities exchange shall not exceed five percent (5%) of Gross Asset Value; (c) Investments in Non-Multifamily Properties (including Construction-in-Process with respect thereto) shall not exceed five percent (5%) of Gross Asset Value; (d) Investments in Notes Receivable shall not exceed ten percent (10%) of Gross Asset Value; (e) Investments in Unconsolidated Affiliates shall not exceed twenty percent (20%) of Gross Asset Value; and (f) Construction-in-Process of ParentSubsidiaries, GBP, the Subsidiaries and their Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates) in any Property shall not exceed twenty percent (20%) of Gross Asset Value (it being agreed such that Construction-in-Process through joint ventures which are accounted for under the cost method of accounting will be included in this calculation to the extent of Parent's, GBP's, the Subsidiaries' and their Unconsolidated Affiliates' ownership interest in such joint ventures). Notwithstanding the foregoing, in no event shall the aggregate value of such Investments (determined in a manner consistent with the holdings definition of Consolidated Adjusted Asset Value or, if not contemplated under the definition of Consolidated Adjusted Asset Value, as determined in accordance with GAAP) to exceed 20.0% of Consolidated Adjusted Asset Value at any time;
(b) raw land, such that the current book value of all raw land exceeds 10.0% of Consolidated Adjusted Asset Value at any time;
(c) real property under construction such that the aggregate Construction Budget for all such real property exceeds 15.0% of Consolidated Adjusted Asset Value at any time; and
(d) Properties leased under ground leases by the Parent or any of its Subsidiaries, as lessee, such that the value of such Properties (determined in accordance with the applicable provisions of the Borrowersdefinition of Consolidated Adjusted Asset Value) exceeds 10.0% of Consolidated Adjusted Asset Value at any time. In addition to the foregoing limitations, the Subsidiaries and aggregate value of all of the other Loan Parties items subject to the limitations in the Investments described in preceding clauses (a) through (ed) shall not exceed twenty percent (20%) 35.0% of Gross Consolidated Adjusted Asset Value at any time. For the purposes of this Section 9.3, a Property shall be considered Construction-in-Process until the issuance of a temporary or permanent certificate of occupancy (whichever occurs first) for such Property or phase thereof. For the purposes of this Section 9.3, the Investment of Borrowers, any Subsidiaries or any other Loan Party in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) (A) Parent's, GBP's and their Subsidiaries' pro rata share of the Adjusted EBITDA from such assets as determined for the preceding fiscal quarter, divided by (B) the Capitalization Rate, plus (ii) Parent's, GBP's and their Subsidiaries' pro rata share of Construction-in-Process for Properties of their Unconsolidated Affiliates, plus (iii) Parent's, GBP's and their Subsidiaries' pro rata share of their Unconsolidated Affiliate's Investment in Unimproved Land; plus (iv) Parent's, GBP's and their Subsidiaries' pro rata share of any other Investments valued at the lower of GAAP book value or market value.
Appears in 2 contracts
Samples: Credit Agreement (U-Store-It Trust), Credit Agreement (U-Store-It Trust)
Certain Permitted Investments. The Borrowers shall not, and shall not permit any Subsidiary or any other Loan Party to, make any Investment in or otherwise own or hold the following items (whether through the Borrowers, a Subsidiary, any other Loan Party or their respective Unconsolidated Affiliates) which would cause the aggregate value of such holdings of the Borrowers, such Subsidiaries and the other Loan Parties to exceed the percentage of Gross Asset Value set forth below at any time: :
(a) Investments in Unimproved Land shall not exceed three percent (3%) of Gross Asset Value; ;
(b) Investments in securities of companies that are listed and actively traded on a national securities exchange shall not exceed five percent (5%) of Gross Asset Value; ;
(c) Investments in Non-Multifamily Properties (including Construction-in-Process with respect thereto) shall not exceed five percent (5%) of Gross Asset Value; ;
(d) Investments in Notes Receivable shall not exceed ten percent (10%) of Gross Asset Value; ;
(e) Investments in Unconsolidated Affiliates shall not exceed twenty percent (20%) of Gross Asset Value; and ;
(f) the GDTRS Investment shall not exceed five percent (5%) of Gross Asset Value; and
(g) Construction-in-Process of Parent, GBP, the Subsidiaries and their Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates) in any Property shall not exceed twenty percent (20%) of Gross Asset Value (it being agreed that Construction-in-Process through joint ventures which are accounted for under the cost method of accounting will be included in this calculation to the extent of Parent's’s, GBP's’s, the Subsidiaries' ’ and their Unconsolidated Affiliates' ’ ownership interest in such joint ventures). Notwithstanding the foregoing, in no event shall the aggregate value of the holdings of the Borrowers, the Subsidiaries and the other Loan Parties in the Investments described in clauses (a) through (ef) exceed twenty percent (20%) of Gross Asset Value at any time. For the purposes of this Section 9.3, a Property shall be considered Construction-in-Construction in Process until the issuance of a temporary or permanent certificate of occupancy (whichever occurs first) for such Property or phase thereof. For the purposes of this Section 9.3, the Investment of Borrowers, any Subsidiaries or any other Loan Party in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) (A) Parent's’s, GBP's ’s and their Subsidiaries' ’ pro rata share of the Adjusted EBITDA from such assets as determined for the preceding fiscal quarter, divided by (B) the Capitalization Rate, plus (ii) Parent's’s, GBP's ’s and their Subsidiaries' ’ pro rata share of Construction-in-Process for Properties of their Unconsolidated Affiliates, plus (iii) Parent's’s, GBP's ’s and their Subsidiaries' ’ pro rata share of their Unconsolidated Affiliate's ’s Investment in Unimproved Land; plus (iv) Parent's’s, GBP's ’s and their Subsidiaries' ’ pro rata share of any other Investments valued at the lower of GAAP book value or market value. The Borrowers shall not, and shall not permit any Subsidiary or other Loan Party to, directly or indirectly, acquire, make, purchase or permit to be outstanding any Investment in GDTRS except a GDTRS Investment that complies with the terms of this Section 9.3.”
(k) By deleting Section 9.6(a) of the Credit Agreement in its entirety and inserting in lieu thereof the following:
(a) The Borrowers shall not, and shall not permit any Subsidiary or other Loan Party to, declare or make any Restricted Payment; provided, however, that: the Borrowers may declare or make cash distributions to its partners, and GBP may declare or make corresponding cash distributions to its shareholders, in an aggregate amount which, when added to the amount of all other Restricted Payments paid in the same fiscal quarter and the three immediately preceding fiscal quarters would not exceed the greater of (i) the sum of (A) one hundred percent (100%) of Consolidated Income Available for Distribution of the Parent for such period, plus (B) the amount of Distributions to Parent from GDTRS for such period, (ii) the minimum amount necessary for GBP to remain in compliance with Section 7.13, and (iii) any additional amount necessary for GBP to distribute one hundred percent (100%) of its “REIT taxable income” (as defined in the Internal Revenue Code) (assuming that GBP has been and remains in compliance with Section 7.13) on a cumulative basis in any taxable year. Notwithstanding the foregoing, but subject to the following sentence, if a Default or Event of Default shall have occurred and be continuing, the Parent and GBP may only declare or make cash distributions to its partners or shareholders, as applicable, during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for GBP to remain in compliance with Section 7.13. If a Default or Event of Default specified in Section 10.1(a), Section 10.1(f) or Section 10.1(g) shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 10.2(a), the Borrowers shall not, and shall not permit any Subsidiary or other Loan Party to, make any Restricted Payments to any Person whatsoever other than to the Borrowers or any Subsidiary.”
(l) By adding the following new Section 9.17 to the Credit Agreement:
Appears in 1 contract
Certain Permitted Investments. The Borrowers (a) Subject to the immediately following subsection (c), the Borrower shall not, and shall not permit any other Subsidiary or any other Loan Party toParty, to make any Investment in or otherwise own or hold the following items (whether through PPI, the Borrowers, a SubsidiaryBorrower, any other Subsidiary or any other Loan Party or their respective Unconsolidated AffiliatesParty) which would cause the aggregate value of such holdings of PPI, the BorrowersBorrower, such the other Subsidiaries and the other Loan Parties in the following items (without duplication) to exceed the percentage following percentages of Gross Asset Value set forth below at any time: :
(ai) Investments in Unimproved Land, such that the value of all such Unimproved Land shall not exceed three percent (3%) exceeds 7.50% of Gross Asset Value; ;
(bii) Investments Equity Interests in securities of companies Persons that are listed and actively traded on a national securities exchange shall not exceed five percent exchange, such that the aggregate value of such Equity Interests exceeds 5.0% of Gross Asset Value;
(5%iii) Non-Multifamily Properties (other than Condominium Properties), such that the aggregate value of all such Non-Multifamily Properties exceeds 5.0% of Gross Asset Value;
(iv) Notes Receivable, such that the aggregate value of such Notes Receivable exceeds 10.0% of Gross Asset Value;
(v) Unconsolidated Affiliates, such that the aggregate value of all Investments in such Unconsolidated Affiliates exceeds 15.0% of Gross Asset Value; and
(cvi) Investments in Non-Multifamily Development Properties (including Construction-in-Process with respect thereto) shall not exceed five percent (5%) excluding Condominium Properties being developed on a “ground up” basis and Unimproved Land), such that the Total Budgeted Cost of all such Development Properties exceeds 25.0% of Gross Asset Value; (d) Investments in Notes Receivable shall not exceed ten percent (10%) of Gross Asset Value; (e) Investments in Unconsolidated Affiliates shall not exceed twenty percent (20%) of Gross Asset Value; and (f) Construction-in-Process of Parent, GBP, the Subsidiaries and their Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates) in any Property shall not exceed twenty percent (20%) of Gross Asset Value (it being agreed that Construction-in-Process through joint ventures which are accounted for under the cost method of accounting will be included in this calculation . In addition to the extent of Parent'sforegoing limitations, GBP's, the Subsidiaries' and their Unconsolidated Affiliates' ownership interest in such joint ventures). Notwithstanding the foregoing, in no event shall the aggregate value of the holdings items described in clauses (i), (ii), (iii) (iv) and (vi) shall not exceed 30.0% of Gross Asset Value at any time.
(b) For the purposes of this Section, (A) Investments in Development Properties shall be valued based on the Total Budgeted Costs for such Development Properties, (B) Investments in the items described in clauses (i) through (v) of subsection (a) shall be valued in the manner described for such items in the definition of Gross Asset Value, (C) Investments in any of items (i) through (vi) of subsection (a) above held by a Non-Wholly Owned Subsidiary shall be valued based on the respective Ownership Shares of such items owned by PPI, the Borrower and its Wholly Owned Subsidiaries, (D) the Investment in any Unconsolidated Affiliate will equal PPI’s, the Borrower’s and their respective Wholly Owned Subsidiaries’ Ownership Shares of (x) the value of the Borrowersassets described in clauses (i) through (v) of subsection (a) above held by such Unconsolidated Affiliates valued in the manner described for such items in the definition of Gross Asset Value and (y) Total Budgeted Cost for such Unconsolidated Affiliate’s Development Properties, and (E) Investments in any of the above items (i) through (vi) of subsection (a) above held as part of a Mixed-Use Project shall be valued after excluding the value attributable to the Excluded Portion of such Mixed-Use Project.
(c) Notwithstanding the immediately preceding clause (a), the Borrower shall not, and shall not permit any other Subsidiary or any other Loan Party to, make Investments in Condominium Properties; provided, that the limitations of this subsection shall not apply to (i) the existing Investments of PPI, the Borrower, the other Subsidiaries and the other Loan Parties in The Ritz Carlton Residences located in Atlanta, Georgia and the Investments described Four Seasons Private Residences located in clauses (a) through (e) exceed twenty percent (20%) of Gross Asset Value at any time. For the purposes of this Section 9.3Austin, a Property shall be considered Construction-in-Process until the issuance of a temporary Texas or permanent certificate of occupancy (whichever occurs first) for such Property or phase thereof. For the purposes of this Section 9.3, the Investment of Borrowers, any Subsidiaries or any other Loan Party in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) (A) Parent's, GBP's and their Subsidiaries' pro rata share of the Adjusted EBITDA from such assets as determined for the preceding fiscal quarter, divided by (B) the Capitalization Rate, plus (ii) Parent's, GBP's and their Subsidiaries' pro rata share Investments in a Mixed-Use Project where the total units attributable to residential condominium units represent less than 25.0% of Constructiontotal units of such Mixed-in-Process for Properties of their Unconsolidated Affiliates, plus (iii) Parent's, GBP's and their Subsidiaries' pro rata share of their Unconsolidated Affiliate's Investment in Unimproved Land; plus (iv) Parent's, GBP's and their Subsidiaries' pro rata share of any other Investments valued at the lower of GAAP book value or market valueUse Project.
Appears in 1 contract
Certain Permitted Investments. The Borrowers Borrower shall not, and shall not permit any Subsidiary or any other Loan Party to, make any Investment in or otherwise own or hold the following items (whether through the Borrowers, a Subsidiary, any other Loan Party or their respective Unconsolidated Affiliates) which would cause the aggregate value of such holdings of the Borrowers, Borrower and such other Subsidiaries and the other Loan Parties to exceed the percentage of Gross Asset Value applicable limits set forth below at any time: below:
(a) Investments in Unimproved Land shall partnerships, joint ventures, Unconsolidated Affiliates, and other Persons that, in each case, are not exceed three percent Subsidiaries, such that the aggregate value of such Investments (3%determined in a manner consistent with the definition of Gross Asset Value or, if not contemplated under the definition of Gross Asset Value, as determined in accordance with GAAP) exceeds 20.0% of Gross Asset Value at any time;
(b) Development Properties, such that the aggregate current book value of all such Development Properties exceeds 10.0% of Gross Asset Value at any time;
(c) Properties that are developed but that are not Multifamily Properties, such that the value (based on the lower of cost or market price determined in accordance with GAAP) of all such Properties exceeds 5.0% of Gross Asset Value at any time;
(d) raw land, such that the current book value of all raw land exceeds 5.0% of Gross Asset Value; (b) Investments in securities of companies that are listed and actively traded on a national securities exchange shall not exceed five percent (5%) of Gross Asset Value; (c) Investments in Non-Multifamily Properties (including Construction-in-Process with respect thereto) shall not exceed five percent (5%) of Gross Asset Value; (d) Investments in Notes Receivable shall not exceed ten percent (10%) of Gross Asset Value; and
(e) Investments promissory notes, including any secured by a Mortgage, payable solely to any member of the Consolidated Group and the obligors of which are not Affiliates of the Borrower, and all marketable securities, such that the value (based on the lower of cost or market price determined in Unconsolidated Affiliates shall not exceed twenty percent (20%accordance with GAAP) of Gross Asset Value; such promissory notes and (f) Construction-in-Process of Parent, GBP, the Subsidiaries and their Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates) in any Property shall not exceed twenty percent (20%) marketable securities exceeds 5.0% of Gross Asset Value (it being agreed that Construction-in-Process through joint ventures which are accounted for under the cost method of accounting will be included in this calculation at any time. In addition to the extent of Parent'sforegoing limitations, GBP's, the Subsidiaries' and their Unconsolidated Affiliates' ownership interest in such joint ventures). Notwithstanding the foregoing, in no event shall the aggregate value of the holdings all of the Borrowers, items subject to the Subsidiaries and the other Loan Parties limitations in the Investments described in preceding clauses (a) through (e) shall not exceed twenty percent (20%) 25.0% of Gross Asset Value at any time. For the purposes of this Section 9.3, a Property shall be considered Construction-in-Process until the issuance of a temporary or permanent certificate of occupancy (whichever occurs first) for such Property or phase thereof. For the purposes of this Section 9.3, the Investment of Borrowers, any Subsidiaries or any other Loan Party in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) (A) Parent's, GBP's and their Subsidiaries' pro rata share of the Adjusted EBITDA from such assets as determined for the preceding fiscal quarter, divided by (B) the Capitalization Rate, plus (ii) Parent's, GBP's and their Subsidiaries' pro rata share of Construction-in-Process for Properties of their Unconsolidated Affiliates, plus (iii) Parent's, GBP's and their Subsidiaries' pro rata share of their Unconsolidated Affiliate's Investment in Unimproved Land; plus (iv) Parent's, GBP's and their Subsidiaries' pro rata share of any other Investments valued at the lower of GAAP book value or market value.
Appears in 1 contract
Samples: Credit Agreement (United Dominion Realty Trust Inc)
Certain Permitted Investments. The Borrowers shall notNo Loan Party shall, and shall not permit any Subsidiary or any other Loan Party of its Subsidiaries to, make any Investment in or otherwise own or hold the following items (whether through the BorrowersBorrower, another Loan Party, or any Subsidiary of a SubsidiaryLoan Party, any other Loan Party or their respective Unconsolidated Affiliates) which would cause the aggregate book value of such holdings of the BorrowersBorrower, such other Loan Parties, Subsidiaries and the other Loan Parties Unconsolidated Affiliates to exceed the percentage of Gross Total Asset Value set forth below at any time: :
(a) Investments in Unimproved Land shall not exceed three percent (3%) such that the aggregate value of Gross such Unimproved Land exceeds 12.5% of Total Asset Value; ;
(b) Investments in securities Mortgage Receivables such that the aggregate book value of companies that are listed and actively traded on a national securities exchange shall not exceed five percent (5%) such Mortgage Receivables exceeds 5.0% of Gross Total Asset Value; ;
(c) Investments in Non-Multifamily Properties (including Construction-in-Process with respect theretox) shall Unconsolidated Affiliates and (y) Persons that are not exceed five percent Subsidiaries, such that the aggregate value of such Investments exceeds 10.0% of Total Asset Value;
(5%d) Residential Units For Sale such that the aggregate value of Gross such Residential Units For Sale exceeds 5.0% of Total Asset Value; (d) Investments in Notes Receivable shall not exceed ten percent (10%) of Gross Asset Value; and
(e) Investments in Unconsolidated Affiliates shall not exceed twenty percent (20%) Construction Budget such that the aggregate value of Gross such Construction Budget exceeds 20.0% of Total Asset Value; and (f) Construction-in-Process of Parent, GBP, the Subsidiaries and their Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates) in any Property shall not exceed twenty percent (20%) of Gross Asset Value (it being agreed that Construction-in-Process through joint ventures which are accounted for under the cost method of accounting will be included in this calculation to the extent of Parent's, GBP's, the Subsidiaries' and their Unconsolidated Affiliates' ownership interest in such joint ventures). Notwithstanding the foregoing, in no event shall the aggregate value of the holdings of the BorrowersBorrower, the such other Loan Parties, Subsidiaries and the other Loan Parties Unconsolidated Affiliates in the Investments described in clauses (a), (b), (d) through and (e) ), exceed twenty thirty percent (2030%) of Gross Total Asset Value at any time. For the purposes of this Section 9.3, a Property shall be considered Construction-in-Process until the issuance of a temporary or permanent certificate of occupancy (whichever occurs first) for such Property or phase thereof. For the purposes of this Section 9.3, the Investment of BorrowersBorrower, any Subsidiaries or any other Loan Party or their Subsidiaries in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) (A) Parent's, GBPsuch Person's and their Subsidiaries' pro rata share of the Adjusted EBITDA from such assets as determined for the preceding fiscal quarter, divided by (B) the Capitalization Rate, plus (ii) Parent's, GBP's and their Subsidiaries' pro rata share Ownership Share of Construction-in-Process for Properties of their Unconsolidated Affiliates, plus (iiiii) Parent's, GBPsuch Person's and their Subsidiaries' pro rata share Ownership Share of their Unconsolidated Affiliate's Investment in Unimproved Land; plus (iviii) Parent's, GBPsuch Person's and their Subsidiaries' pro rata share Ownership Share of any other Investments valued at the lower of GAAP book value or market value.
Appears in 1 contract
Samples: Term Loan Agreement (Colonial Realty Limited Partnership)
Certain Permitted Investments. The Borrowers Parent and the Borrower shall not, and shall not permit any Subsidiary other Loan Party or any other Loan Party Subsidiary to, make any Investment in or otherwise own or hold the following items (whether through the Borrowers, a Subsidiary, any other Loan Party or their respective Unconsolidated Affiliates) which would cause the aggregate value of such holdings of the BorrowersParent, such Subsidiaries and the Borrower, the other Loan Parties and the other Subsidiaries to exceed the percentage of Gross Asset Value applicable limits set forth below at any time: below:
(a) Investments in Unimproved Land shall not exceed three percent (3%) of Gross Asset Value; (b) Investments in securities of companies Unconsolidated Affiliates and other Persons that are listed and actively traded on a national securities exchange shall not exceed five percent (5%) of Gross Asset Value; (c) Investments in Non-Multifamily Properties (including Construction-in-Process with respect thereto) shall not exceed five percent (5%) of Gross Asset Value; (d) Investments in Notes Receivable shall not exceed ten percent (10%) of Gross Asset Value; (e) Investments in Unconsolidated Affiliates shall not exceed twenty percent (20%) of Gross Asset Value; and (f) Construction-in-Process of ParentSubsidiaries, GBP, the Subsidiaries and their Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates) in any Property shall not exceed twenty percent (20%) of Gross Asset Value (it being agreed such that Construction-in-Process through joint ventures which are accounted for under the cost method of accounting will be included in this calculation to the extent of Parent's, GBP's, the Subsidiaries' and their Unconsolidated Affiliates' ownership interest in such joint ventures). Notwithstanding the foregoing, in no event shall the aggregate value of such Investments (determined in a manner consistent with the holdings definition of Consolidated Adjusted Asset Value or, if not contemplated under the definition of Consolidated Adjusted Asset Value, as determined in accordance with GAAP) to exceed 15.0% of Consolidated Adjusted Asset Value at any time;
(b) raw land, such that the current book value of all raw land as a percentage of Consolidated Adjusted Asset Value exceeds (i) 1.0% at any time on or before March 31, 2011 or (ii) 5.0% at any time thereafter;
(c) real property under construction such that the aggregate Construction Budget for all such real property as a percentage of Consolidated Adjusted Asset Value exceeds (i) 5.0% at any time on or before March 31, 2011 or (ii) 7.5% at any time thereafter;
(d) Properties leased under ground leases by the Parent or any of its Subsidiaries, as lessee, such that the value of such Properties (determined in accordance with the applicable provisions of the Borrowers, the definition of Consolidated Adjusted Asset Value) exceeds 7.5% of Consolidated Adjusted Asset Value at any time; and
(e) Mortgage Receivables and Investments in Persons (other than Investments in Subsidiaries and Unconsolidated Affiliates), such that the other Loan Parties aggregate value of such Mortgage Receivables and Investments exceeds 5.0% of Consolidated Adjusted Asset Value at any time. In addition to the foregoing limitations, (i) the aggregate value of all of the items subject to the limitations in the Investments described in preceding clauses (a) through (e) shall not exceed twenty percent 25.0% of Consolidated Adjusted Asset Value at any time and (20%ii) the aggregate value of Gross all of the items subject to the limitations in the preceding clauses (b) through (e) shall not exceed 15.0% of Consolidated Adjusted Asset Value at any time. For the purposes of this Section 9.3, a Property shall be considered Construction-in-Process until the issuance of a temporary or permanent certificate of occupancy (whichever occurs first) for such Property or phase thereof. For the purposes of this Section 9.3, the Investment of Borrowers, any Subsidiaries or any other Loan Party in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) (A) Parent's, GBP's and their Subsidiaries' pro rata share of the Adjusted EBITDA from such assets as determined for the preceding fiscal quarter, divided by (B) the Capitalization Rate, plus (ii) Parent's, GBP's and their Subsidiaries' pro rata share of Construction-in-Process for Properties of their Unconsolidated Affiliates, plus (iii) Parent's, GBP's and their Subsidiaries' pro rata share of their Unconsolidated Affiliate's Investment in Unimproved Land; plus (iv) Parent's, GBP's and their Subsidiaries' pro rata share of any other Investments valued at the lower of GAAP book value or market value.
Appears in 1 contract
Samples: Credit Agreement (U-Store-It Trust)
Certain Permitted Investments. The Borrowers shall not, and shall not permit any Subsidiary other Loan Party or any other Loan Party Subsidiary to, make any Investment in or otherwise own or hold the following items (whether through the Borrowers, a Subsidiary, any other Loan Party or their respective Unconsolidated Affiliates) which would cause the aggregate value of such holdings of the Borrowers, such Subsidiaries and the other Loan Parties and the other Subsidiaries to exceed the percentage of Gross Asset Value applicable limits set forth below at any time: below:
(a) Investments in Unimproved Land shall not exceed three percent (3%) of Gross Asset Value; (b) Investments in securities of companies Unconsolidated Affiliates and other Persons that are listed and actively traded on a national securities exchange shall not exceed five percent (5%) of Gross Asset Value; (c) Investments in Non-Multifamily Properties (including Construction-in-Process with respect thereto) shall not exceed five percent (5%) of Gross Asset Value; (d) Investments in Notes Receivable shall not exceed ten percent (10%) of Gross Asset Value; (e) Investments in Unconsolidated Affiliates shall not exceed twenty percent (20%) of Gross Asset Value; and (f) Construction-in-Process of ParentSubsidiaries, GBP, the Subsidiaries and their Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates) in any Property shall not exceed twenty percent (20%) of Gross Asset Value (it being agreed such that Construction-in-Process through joint ventures which are accounted for under the cost method of accounting will be included in this calculation to the extent of Parent's, GBP's, the Subsidiaries' and their Unconsolidated Affiliates' ownership interest in such joint ventures). Notwithstanding the foregoing, in no event shall the aggregate value of such Investments (determined in a manner consistent with the holdings definition of Capitalized Value or, if not contemplated under the definition of Capitalized Value, as determined in accordance with GAAP) exceeds 20.0% of Capitalized Value at any time;
(b) raw land, such that the current book value of all raw land exceeds 10.0% of Capitalized Value;
(c) real property under construction such that the aggregate Construction Budget for all such real property exceeds 15.0% of Capitalized Value at any time;
(d) Mortgage Receivables and other promissory notes, such that the aggregate book value of all such Mortgage Receivables and promissory notes exceeds 10.0% of Capitalized Value at any time; and
(e) Properties leased under ground leases by any Borrower or any Subsidiary, as lessee, such that the current value (determined in accordance with the applicable provisions of the Borrowersterm "Capitalized Value") of such Properties exceeds 25.0% of Capitalized Value at any time. In addition to the foregoing limitations, the Subsidiaries and aggregate value of all of the other Loan Parties items subject to the limitations in the Investments described in preceding clauses (a) through (e) shall not exceed twenty percent (20%) 40.0% of Gross Asset Capitalized Value at any time. For the purposes of this Section 9.3, a Property shall be considered Construction-in-Process until the issuance of a temporary or permanent certificate of occupancy (whichever occurs first) for such Property or phase thereof. For the purposes of this Section 9.3, the Investment of Borrowers, any Subsidiaries or any other Loan Party in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) (A) Parent's, GBP's and their Subsidiaries' pro rata share of the Adjusted EBITDA from such assets as determined for the preceding fiscal quarter, divided by (B) the Capitalization Rate, plus (ii) Parent's, GBP's and their Subsidiaries' pro rata share of Construction-in-Process for Properties of their Unconsolidated Affiliates, plus (iii) Parent's, GBP's and their Subsidiaries' pro rata share of their Unconsolidated Affiliate's Investment in Unimproved Land; plus (iv) Parent's, GBP's and their Subsidiaries' pro rata share of any other Investments valued at the lower of GAAP book value or market value.
Appears in 1 contract
Samples: Credit Agreement (Lexington Master Limited Partnership)
Certain Permitted Investments. The Borrowers shall not, and shall not permit any Subsidiary other Loan Party or any other Loan Party Subsidiary to, make any Investment in or otherwise own or hold the following items (whether through the Borrowers, a Subsidiary, any other Loan Party or their respective Unconsolidated Affiliates) which would cause the aggregate value of such holdings of the Borrowers, such Subsidiaries and the other Loan Parties and the other Subsidiaries to exceed the percentage of Gross Asset Value applicable limits set forth below at any time: below:
(a) Investments in Unimproved Land shall not exceed three percent (3%) of Gross Asset Value; (b) Investments in securities of companies Unconsolidated Affiliates and other Persons that are listed and actively traded on a national securities exchange shall not exceed five percent (5%) of Gross Asset Value; (c) Investments in Non-Multifamily Properties (including Construction-in-Process with respect thereto) shall not exceed five percent (5%) of Gross Asset Value; (d) Investments in Notes Receivable shall not exceed ten percent (10%) of Gross Asset Value; (e) Investments in Unconsolidated Affiliates shall not exceed twenty percent (20%) of Gross Asset Value; and (f) Construction-in-Process of ParentSubsidiaries, GBP, the Subsidiaries and their Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates) in any Property shall not exceed twenty percent (20%) of Gross Asset Value (it being agreed such that Construction-in-Process through joint ventures which are accounted for under the cost method of accounting will be included in this calculation to the extent of Parent's, GBP's, the Subsidiaries' and their Unconsolidated Affiliates' ownership interest in such joint ventures). Notwithstanding the foregoing, in no event shall the aggregate value of such Investments (determined in a manner consistent with the holdings definition of Capitalized Value or, if not contemplated under the definition of Capitalized Value, as determined in accordance with GAAP) exceeds 20.0% of Capitalized Value at any time;
(b) raw land, such that the current book value of all raw land exceeds 10.0% of Capitalized Value;
(c) real property under construction such that the aggregate Construction Budget for all such real property exceeds 15.0% of Capitalized Value at any time;
(d) Mortgage Receivables and other promissory notes, such that the aggregate book value of all such Mortgage Receivables and promissory notes exceeds 10.0% of Capitalized Value at any time; and
(e) Properties leased under ground leases by any Borrower or any Subsidiary, as lessee, such that the current value (determined in accordance with the applicable provisions of the Borrowersterm “Capitalized Value”) of such Properties exceeds 25.0% of Capitalized Value at any time. In addition to the foregoing limitations, the Subsidiaries and aggregate value of all of the other Loan Parties items subject to the limitations in the Investments described in preceding clauses (a) through (e) shall not exceed twenty percent (20%) 40.0% of Gross Asset Capitalized Value at any time. For the purposes of this Section 9.3, a Property shall be considered Construction-in-Process until the issuance of a temporary or permanent certificate of occupancy (whichever occurs first) for such Property or phase thereof. For the purposes of this Section 9.3, the Investment of Borrowers, any Subsidiaries or any other Loan Party in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) (A) Parent's, GBP's and their Subsidiaries' pro rata share of the Adjusted EBITDA from such assets as determined for the preceding fiscal quarter, divided by (B) the Capitalization Rate, plus (ii) Parent's, GBP's and their Subsidiaries' pro rata share of Construction-in-Process for Properties of their Unconsolidated Affiliates, plus (iii) Parent's, GBP's and their Subsidiaries' pro rata share of their Unconsolidated Affiliate's Investment in Unimproved Land; plus (iv) Parent's, GBP's and their Subsidiaries' pro rata share of any other Investments valued at the lower of GAAP book value or market value.
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Certain Permitted Investments. The Borrowers Borrower shall not, and shall not permit any Subsidiary or any other Loan Party to, of its Subsidiaries to (a) make any Investment in Securitization Investments after the Agreement Date and (b) make any Investment, or otherwise own or hold the following items (whether through the Borrowersitems, a Subsidiary, any other Loan Party or their respective Unconsolidated Affiliates) which would cause the aggregate value of such holdings of the Borrowers, such Borrower and its Subsidiaries and the other Loan Parties to exceed the percentage applicable limits set forth below:
(i) Investments in Unconsolidated Affiliates such that the aggregate book value of Gross such Investments determined in accordance with GAAP exceeds 15.0% of Total Asset Value set forth below at any time: ;
(aii) Mezzanine Investments, Securitization Investments, and Mortgage Receivables (including without limitation, Eligible Mortgage Notes Receivable) such that the aggregate book value of all such Mezzanine Investments, Securitization Investments, and Mortgage Receivables, collectively, exceeds 10.0% of Total Asset Value at any time; provided that the aggregate book value of Mezzanine Investments in and Securitization Investments, collectively, shall not exceed 5.0% of Total Asset Value at any time; and
(iii) Unimproved Land and the aggregate Construction Budget for all real property, such that the current book value of Unimproved Land and the aggregate Construction Budget for all real property, collectively, exceeds 10.0% of Total Asset Value at any time; provided that the current book value of all Unimproved Land shall not exceed three percent 5.0% of Total Asset Value at any time; and
(3%) of Gross Asset Value; (biv) Investments in securities Equity Interests of companies that are listed and actively traded on a national securities exchange shall not exceed five percent (5%) of Gross Asset Value; (c) Investments in Non-Multifamily Properties (including Construction-in-Process with respect thereto) shall not exceed five percent (5%) of Gross Asset Value; (d) Investments in Notes Receivable shall not exceed ten percent (10%) of Gross Asset Value; (e) Investments in Unconsolidated Affiliates shall not exceed twenty percent (20%) of Gross Asset Value; and (f) Construction-in-Process of Parent, GBP, the Subsidiaries and their Unconsolidated Affiliates any Person (other than Excluded their respective Subsidiaries and Unconsolidated Affiliates) in any Property shall not exceed twenty percent (20%) of Gross Asset Value (it being agreed such that Construction-in-Process through joint ventures which are accounted for under the cost method of accounting will be included in this calculation to the extent of Parent's, GBP's, the Subsidiaries' and their Unconsolidated Affiliates' ownership interest such Investments in such joint ventures). Notwithstanding the foregoing, in no event shall the aggregate value Equity Interests exceeds 5.0% of the holdings of the Borrowers, the Subsidiaries and the other Loan Parties in the Investments described in clauses (a) through (e) exceed twenty percent (20%) of Gross Total Asset Value at any time. For In addition to the purposes of this Section 9.3, a Property shall be considered Construction-in-Process until the issuance of a temporary or permanent certificate of occupancy (whichever occurs first) for such Property or phase thereof. For the purposes of this Section 9.3foregoing limitations, the Investment aggregate value of Borrowers, any Subsidiaries or any other Loan Party in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) (A) Parent's, GBP's and their Subsidiaries' pro rata share all of the Adjusted EBITDA from such assets as determined for items subject to the limitations in the preceding fiscal quarter, divided clauses (b)(ii) through (b)(iv) shall not exceed 20.0% of Total Asset Value at any time.
(q) The Credit Agreement is further amended by deleting Schedule I attached thereto and replacing it with Schedule I attached hereto.
(Br) the Capitalization Rate, plus (ii) Parent's, GBP's The Credit Agreement is further amended by deleting Exhibit G attached thereto and their Subsidiaries' pro rata share of Construction-in-Process for Properties of their Unconsolidated Affiliates, plus (iii) Parent's, GBP's and their Subsidiaries' pro rata share of their Unconsolidated Affiliate's Investment in Unimproved Land; plus (iv) Parent's, GBP's and their Subsidiaries' pro rata share of any other Investments valued at the lower of GAAP book value or market valuereplacing it with Exhibit G attached hereto.
Appears in 1 contract
Samples: Credit Agreement (National Retail Properties, Inc.)
Certain Permitted Investments. The Borrowers Borrower and the Guarantors shall not, and shall not permit any Subsidiary or any other Loan Party of their Subsidiaries to, make any Investment in Investment, or otherwise own or hold the following items (whether through the Borrowersitems, a Subsidiary, any other Loan Party or their respective Unconsolidated Affiliates) which would cause the aggregate value of such holdings of the BorrowersBorrower, the Guarantors and such Subsidiaries and the other Loan Parties to exceed the percentage of Gross Asset Value applicable limits set forth below at any time: below:
(a) Investments in Unimproved Land shall not exceed three percent Unconsolidated Affiliates such that the aggregate book value of such Investments determined in accordance with GAAP exceeds 20.0% of Total Assets at any time (3%for purposes of clarity, the parties agree that loans by the Borrower or any Subsidiary to CNL Commercial Finance, Inc. are Investments subject to this subsection (a) of Gross Asset Value; so long as CNL Commercial Finance, Inc. is an Unconsolidated Affiliate);
(b) Investments in securities Mortgage Receivables, including without limitation, Eligible Mortgage Notes Receivable, such that the aggregate book value of companies that are listed and actively traded on a national securities exchange shall not exceed five percent (5%) all such Mortgage Receivables exceeds 10.0% of Gross Asset Value; Total Assets;
(c) Investments in Non-Multifamily Properties (including Construction-in-Process with respect thereto) real property under construction such that the aggregate Construction Budget for all such real property exceeds 15.0% of Total Assets; provided, however, the Borrower and Guarantors shall not, and shall not exceed five percent (5%) permit any of Gross Asset Valuetheir Subsidiaries to, make investments in real property under construction otherwise permitted hereunder unless at least 75.0% of the total square footage under construction is the subject of executed leases; and
(d) Investments in Notes Receivable shall not exceed ten percent loans and interests in securitized pools of promissory notes, mortgage loans, chattel paper, leases or similar financial assets originated by CNL Commercial Finance, Inc., such that the aggregate value (10%determined on the basis of lower of cost or fair value) of Gross Asset Value; all such Investments exceeds the greater of (ei) Investments in Unconsolidated Affiliates shall not exceed twenty percent the lesser of (20%A) 60,000,000 or (B) 7.5% of Gross Asset Value; and Total Assets or (fii) Construction-in-Process 10.0% of Parent, GBP, the Subsidiaries and their Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates) in any Property shall not exceed twenty percent (20%) of Gross Asset Value (it being agreed that Construction-in-Process through joint ventures which are accounted for under the cost method of accounting will be included in this calculation Tangible Net Worth. In addition to the extent of Parent'sforegoing limitations, GBP's, the Subsidiaries' and their Unconsolidated Affiliates' ownership interest in such joint ventures). Notwithstanding the foregoing, in no event shall the aggregate value of the holdings all of the Borrowers, items subject to the Subsidiaries and the other Loan Parties limitations in the Investments described in preceding clauses (a), (b) through and (ed) shall not exceed twenty percent (20%) 25.0% of Gross Asset Value Total Assets at any time. For the purposes of this Section 9.3, a Property shall be considered Construction-in-Process until the issuance of a temporary or permanent certificate of occupancy (whichever occurs first) for such Property or phase thereof. For the purposes of this Section 9.3, the Investment of Borrowers, any Subsidiaries or any other Loan Party in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) (A) Parent's, GBP's and their Subsidiaries' pro rata share of the Adjusted EBITDA from such assets as determined for the preceding fiscal quarter, divided by (B) the Capitalization Rate, plus (ii) Parent's, GBP's and their Subsidiaries' pro rata share of Construction-in-Process for Properties of their Unconsolidated Affiliates, plus (iii) Parent's, GBP's and their Subsidiaries' pro rata share of their Unconsolidated Affiliate's Investment in Unimproved Land; plus (iv) Parent's, GBP's and their Subsidiaries' pro rata share of any other Investments valued at the lower of GAAP book value or market value.
Appears in 1 contract
Certain Permitted Investments. The Borrowers shall not, and shall not permit any Subsidiary other Loan Party or any other Loan Party Subsidiary to, make any Investment in or otherwise own or hold the following items (whether through the Borrowers, a Subsidiary, any other Loan Party or their respective Unconsolidated Affiliates) which would cause the aggregate value of such holdings of the Borrowers, such Subsidiaries and the other Loan Parties and the other Subsidiaries to exceed the percentage of Gross Asset Value applicable limits set forth below at any time: below:
(a) Investments in Unimproved Land shall not exceed three percent (3%) of Gross Asset Value; (b) Investments in securities of companies Unconsolidated Affiliates and other Persons that are listed and actively traded on a national securities exchange shall not exceed five percent (5%) of Gross Asset Value; (c) Investments in Non-Multifamily Properties (including Construction-in-Process with respect thereto) shall not exceed five percent (5%) of Gross Asset Value; (d) Investments in Notes Receivable shall not exceed ten percent (10%) of Gross Asset Value; (e) Investments in Unconsolidated Affiliates shall not exceed twenty percent (20%) of Gross Asset Value; and (f) Construction-in-Process of ParentSubsidiaries, GBP, the Subsidiaries and their Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates) in any Property shall not exceed twenty percent (20%) of Gross Asset Value (it being agreed such that Construction-in-Process through joint ventures which are accounted for under the cost method of accounting will be included in this calculation to the extent of Parent's, GBP's, the Subsidiaries' and their Unconsolidated Affiliates' ownership interest in such joint ventures). Notwithstanding the foregoing, in no event shall the aggregate value of such Investments (determined in a manner consistent with the holdings definition of Capitalized Value or, if not contemplated under the definition of Capitalized Value, as determined in accordance with GAAP) exceeds 20.0% of Capitalized Value at any time;
(b) raw land, such that the current book value of all raw land exceeds 10.0% of Capitalized Value;
(c) Development Property such that the aggregate Construction Budget for all such Development Property exceeds 15.0% of Capitalized Value at any time;
(d) Mortgage Receivables and other promissory notes, such that the aggregate book value of all such Mortgage Receivables and promissory notes exceeds 10.0% of Capitalized Value at any time; and
(e) Properties leased under ground leases by any Borrower or any Subsidiary, as lessee, such that the current value (determined in accordance with the applicable provisions of the Borrowersterm "Capitalized Value") of such Properties exceeds 10.0% of Capitalized Value at any time. In addition to the foregoing limitations, the Subsidiaries and aggregate value of all of the other Loan Parties items subject to the limitations in the Investments described in preceding clauses (a) through (e) shall not exceed twenty percent (20%) 30.0% of Gross Asset Capitalized Value at any time. For the purposes of this Section 9.3, a Property shall be considered Construction-in-Process until the issuance of a temporary or permanent certificate of occupancy (whichever occurs first) for such Property or phase thereof. For the purposes of this Section 9.3, the Investment of Borrowers, any Subsidiaries or any other Loan Party in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) (A) Parent's, GBP's and their Subsidiaries' pro rata share of the Adjusted EBITDA from such assets as determined for the preceding fiscal quarter, divided by (B) the Capitalization Rate, plus (ii) Parent's, GBP's and their Subsidiaries' pro rata share of Construction-in-Process for Properties of their Unconsolidated Affiliates, plus (iii) Parent's, GBP's and their Subsidiaries' pro rata share of their Unconsolidated Affiliate's Investment in Unimproved Land; plus (iv) Parent's, GBP's and their Subsidiaries' pro rata share of any other Investments valued at the lower of GAAP book value or market value.
Appears in 1 contract
Samples: Credit Agreement (Lexington Corporate Properties Trust)
Certain Permitted Investments. The Borrowers Borrower shall not, and shall not permit any Subsidiary or any other Loan Party toParty, to make any Investment in or otherwise own or hold the following items (whether through the BorrowersBorrower, a Subsidiary, any other Loan Party or their respective the Borrower's Unconsolidated Affiliates) which would cause the aggregate value of such holdings of the BorrowersBorrower, such Subsidiaries and the other Loan Parties to exceed the percentage of Gross Asset Value applicable limits set forth below at any time: below:
(a) Investments in Unimproved Land shall not exceed three percent (3%) 5% of Gross Asset Value; Value at any time;
(b) Investments in securities of companies that are listed and actively traded on a national securities exchange shall not exceed five percent (5%) % of Gross Asset Value; Value at any time;
(c) Investments in Non-Multifamily Properties (including Construction-in-Process with respect thereto) shall not exceed five percent (5%) % of Gross Asset Value; Value at any time;
(d) Investments in Notes Receivable shall not exceed ten percent (10%) 15% of Gross Asset Value; Value at any time;
(e) Investments in Unconsolidated Affiliates shall not exceed twenty percent (20%) of Gross Asset Value; and (f) Construction-in-Process of Parent, GBP, the Subsidiaries and their Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates) in any Property shall not exceed twenty percent (20%) % of Gross Asset Value at any time; and
(it being agreed that Construction-in-Process through joint ventures which are accounted for under the cost method f) Investments in Development Properties shall not exceed 20% of accounting will be included in this calculation Gross Asset Value at any time. In addition to the extent of Parent'sforegoing limitations, GBP's, the Subsidiaries' and their Unconsolidated Affiliates' ownership interest in such joint ventures). Notwithstanding the foregoing, in no event shall the aggregate value of the holdings all of the Borrowers, items subject to the Subsidiaries and the other Loan Parties limitations in the Investments described in preceding clauses (a) through (ef) shall not exceed twenty percent (20%) 25% of Gross Asset Value at any time. For the purposes of this Section 9.39.4, a Property shall be considered Construction-in-Process until the issuance of a temporary or permanent certificate of occupancy (whichever occurs firsti) for such Property or phase thereof. For the purposes of this Section 9.3, the Investment of Borrowers, any Subsidiaries or any other Loan Party the Borrower in any Unconsolidated Affiliates will equal (without duplicationA) the sum of (i) (A) Parent's, GBPBorrower's and their Subsidiaries' pro rata share of the Adjusted EBITDA from such assets as determined for the preceding fiscal quarter, divided by (B) the Capitalization Rate, plus and (ii) Parent's, GBP's and their Subsidiaries' pro rata share of Construction-in-Process for Properties of their Unconsolidated Affiliates, plus (iii) Parent's, GBP's and their Subsidiaries' pro rata share of their Unconsolidated Affiliate's Investment in Unimproved Land; plus (iv) Parent's, GBP's and their Subsidiaries' pro rata share of any all other Investments will be valued at the lower of undepreciated GAAP book value or market value.
Appears in 1 contract
Certain Permitted Investments. The Borrowers (a) Subject to the immediately following subsection (c), the Borrower shall not, and shall not permit any other Subsidiary or any other Loan Party toParty, to make any Investment in or otherwise own or hold the following items (whether through PPI, the Borrowers, a SubsidiaryBorrower, any other Subsidiary or any other Loan Party or their respective Unconsolidated AffiliatesParty) which would cause the aggregate value of such holdings of PPI, the BorrowersBorrower, such the other Subsidiaries and the other Loan Parties in the following items (without duplication) to exceed the percentage following percentages of Gross Asset Value set forth below at any time: :
(ai) Investments in Unimproved Land, such that the value of all such Unimproved Land shall not exceed three percent (3%) exceeds 7.50% of Gross Asset Value; ;
(bii) Investments Equity Interests in securities of companies Persons that are listed and actively traded on a national securities exchange shall not exceed five percent exchange, such that the aggregate value of such Equity Interests exceeds 5.0% of Gross Asset Value;
(5%iii) Non-Multifamily Properties (other than Condominium Properties), such that the aggregate value of all such Non-Multifamily Properties exceeds 5.0% of Gross Asset Value;
(iv) Notes Receivable, such that the aggregate value of such Notes Receivable exceeds 10.0% of Gross Asset Value;
(v) Unconsolidated Affiliates, such that the aggregate value of all Investments in such Unconsolidated Affiliates exceeds 20.0% of Gross Asset Value; and
(cvi) Investments in Non-Multifamily Development Properties (including Construction-in-Process with respect thereto) shall not exceed five percent (5%) excluding Condominium Properties being developed on a “ground up” basis and Unimproved Land), such that the Total Budgeted Cost of all such Development Properties exceeds 25.0% of Gross Asset Value; (d) Investments in Notes Receivable shall not exceed ten percent (10%) of Gross Asset Value; (e) Investments in Unconsolidated Affiliates shall not exceed twenty percent (20%) of Gross Asset Value; and (f) Construction-in-Process of Parent, GBP, the Subsidiaries and their Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates) in any Property shall not exceed twenty percent (20%) of Gross Asset Value (it being agreed that Construction-in-Process through joint ventures which are accounted for under the cost method of accounting will be included in this calculation . In addition to the extent of Parent'sforegoing limitations, GBP's, the Subsidiaries' and their Unconsolidated Affiliates' ownership interest in such joint ventures). Notwithstanding the foregoing, in no event shall the aggregate value of the holdings items described in clauses (i), (ii), (iii) (iv) and (vi) shall not exceed 30.0% of Gross Asset Value at any time.
(b) For the purposes of this Section, (A) Investments in Development Properties shall be valued based on the Total Budgeted Costs for such Development Properties, (B) Investments in the items described in clauses (i) through (v) of subsection (a) shall be valued in the manner described for such items in the definition of Gross Asset Value, (C) Investments in any of items (i) through (vi) of subsection (a) above held by a Non-Wholly Owned Subsidiary shall be valued based on the respective Ownership Shares of such items owned by PPI, the Borrower and its Wholly Owned Subsidiaries, (D) the Investment in any Unconsolidated Affiliate will equal PPI’s, the Borrower’s and their respective Wholly Owned Subsidiaries’ Ownership Shares of (x) the value of the Borrowersassets described in clauses (i) through (v) of subsection (a) above held by such Unconsolidated Affiliates valued in the manner described for such items in the definition of Gross Asset Value and (y) Total Budgeted Cost for such Unconsolidated Affiliate’s Development Properties, and (E) Investments in any of the above items (i) through (vi) of subsection (a) above held as part of a Mixed-Use Project shall be valued after excluding the value attributable to the Excluded Portion of such Mixed-Use Project.
(c) Notwithstanding the immediately preceding clause (a), the Borrower shall not, and shall not permit any other Subsidiary or any other Loan Party to, make Investments in Condominium Properties; provided, that the limitations of this subsection shall not apply to (i) the existing Investments of PPI, the Borrower, the other Subsidiaries and the other Loan Parties in The Ritz Carlton Residences located in Atlanta, Georgia and the Investments described Four Seasons Private Residences located in clauses (a) through (e) exceed twenty percent (20%) of Gross Asset Value at any time. For the purposes of this Section 9.3Austin, a Property shall be considered Construction-in-Process until the issuance of a temporary Texas or permanent certificate of occupancy (whichever occurs first) for such Property or phase thereof. For the purposes of this Section 9.3, the Investment of Borrowers, any Subsidiaries or any other Loan Party in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) (A) Parent's, GBP's and their Subsidiaries' pro rata share of the Adjusted EBITDA from such assets as determined for the preceding fiscal quarter, divided by (B) the Capitalization Rate, plus (ii) Parent's, GBP's and their Subsidiaries' pro rata share Investments in a Mixed-Use Project where the total units attributable to residential condominium units represent less than 25.0% of Constructiontotal units of such Mixed-in-Process for Properties of their Unconsolidated Affiliates, plus (iii) Parent's, GBP's and their Subsidiaries' pro rata share of their Unconsolidated Affiliate's Investment in Unimproved Land; plus (iv) Parent's, GBP's and their Subsidiaries' pro rata share of any other Investments valued at the lower of GAAP book value or market valueUse Project.
Appears in 1 contract
