Common use of Consolidated Total Adjusted Asset Value Clause in Contracts

Consolidated Total Adjusted Asset Value. With respect to any Person, the sum of all assets of such Person and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, provided that all Real Estate that is improved and not Under Development shall be valued at an amount equal to (A) the Operating Cash Flow of such Person and its Subsidiaries and Unconsolidated Affiliates described in §8.3(i) from such Real Estate for the period covered by the four previous consecutive fiscal quarters (treated as a single accounting period) divided by (B) the Capitalization Rate, provided that (i) prior to such time as the Borrower or any of its Subsidiaries or such Unconsolidated Affiliates has owned and operated any parcel of Real Estate for four full fiscal quarters, such Real Estate shall be valued at acquisition cost determined in accordance with GAAP, and provided further that (ii)(A) with respect to any Redevelopment Property that has been valued at cost as permitted below and has recommenced operations for less than four full fiscal quarters, the Operating Cash Flow for such Redevelopment Property for the number of full fiscal quarters which the Borrower or its Subsidiary or such Unconsolidated Affiliate has recommenced operations as annualized shall be utilized, and (B) the Operating Cash Flow for any Redevelopment Property that has recommenced operations without a full quarter of performance shall be annualized in such manner as the Agent shall approve, such approval not to be unreasonably withheld, and (iii) to the extent that the capitalized Operating Cash Flow with respect to any parcel of Real Estate owned by an Unconsolidated Affiliate of such Person is included in the calculation of Consolidated Total Adjusted Asset Value for such Person, such Person’s interest in the Unconsolidated Affiliate shall not be included in the calculation of Consolidated Total Adjusted Asset Value for such Person. Real Estate that is Under Development and undeveloped Land shall be valued at its capitalized cost in accordance with GAAP. Notwithstanding the foregoing, Borrower may elect to value a Redevelopment Property at cost as determined in accordance with GAAP, as set forth in the first sentence of this definition, for a period of up to twenty-four (24) months which twenty-four (24) month period shall commence upon the date which Agent receives written notice from Borrower of such election (including any notice provided prior to the date of this Agreement pursuant to the Existing Credit Agreement). The assets of the Borrower and its Subsidiaries on the consolidated financial statements of the Borrower and its Subsidiaries shall be adjusted to reflect the Borrower’s allocable share of such asset (including Borrower’s interest in any Unconsolidated Affiliate whose asset value is determined by application of the capitalization rate above), for the relevant period or as of the date of determination, taking into account (a) the relative proportion of each such item derived from assets directly owned by the Borrower and from assets owned by its respective Subsidiaries and Unconsolidated Affiliates, and (b) the Borrower’s respective ownership interest in its Subsidiaries and Unconsolidated Affiliates.

Consolidated Total Adjusted Asset Value. With respect to As of any Persondate of determination and without double counting, the sum of all assets of such Person and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, provided that all Real Estate that is improved and not Under Development shall be valued at an amount equal to (A) the Operating Cash Flow sum of such Person and its Subsidiaries and Unconsolidated Affiliates described in §8.3(i) from such Real Estate for the period covered by the four previous consecutive fiscal quarters (treated as a single accounting period) divided by (B) the Capitalization Rate, provided that (i) prior to such time as the Borrower or any of its Subsidiaries or such Unconsolidated Affiliates has owned and operated any parcel Fair Market Value of Real Estate for four full fiscal quartersAssets as of such date, plus (ii) 100% of the value of Unrestricted Cash and Cash Equivalents on such date, plus (iii) 100% of the Development Costs incurred and paid to date by the Borrower with respect to any Real Estate shall be valued at acquisition cost determined in accordance with GAAPAssets which are Real Estate Assets Under Development on such date, plus (iv) prepaid expenses and provided further that escrowed cash funds owned by the Borrower such as deposits made by the Borrower under sales agreements, plus (ii)(Av) with respect to any Redevelopment Property that has been valued at cost as permitted below and has recommenced operations for less than four full fiscal quarterseach Mortgage and/or Mezzanine Loan, the Operating Cash Flow for lesser of (y) the aggregate amount of principal under such Redevelopment Property for the number of full fiscal quarters which Mortgage and/or Mezzanine Loan that will be due and payable to the Borrower or its Subsidiary or such Unconsolidated Affiliate has recommenced operations as annualized shall be utilized, and Subsidiaries (B) the Operating Cash Flow for any Redevelopment Property that has recommenced operations without a full quarter of performance shall be annualized in such manner as the Agent shall approve, such approval not to be unreasonably withheld, and (iii) to the extent of the Borrower’s direct or indirect interest therein) and (z) the purchase price paid by the Borrower or one of its Subsidiaries to acquire such Mortgage and/or Mezzanine Loan, plus (vi) Accounts Receivable as of such date, plus (vii) 100% of the value (determined on the so-called mark-to-market basis) of the Marketable Securities owned by the Borrower or its Subsidiaries on such date, provided that the capitalized Operating Cash Flow with respect such Marketable Securities must not be subject to any parcel lock-up or other transfer restrictions, plus (viii) the book value of land owned by the Borrower, as evidenced by the Borrower’s balance sheet delivered to the Agent, plus (ix) Eligible Cash 1031 Proceeds on such date. Notwithstanding the foregoing, at any time at which the value determined pursuant to clause (v) of the preceding sentence equals or exceeds 10% of the total Fair Market Value of Real Estate owned by Assets at such time, then upon the occurrence of an Unconsolidated Affiliate event of default under any Mortgage, the portion of the value of such Person defaulted Mortgage which is included in excess of 10% of the total Fair Market Value of Real Estate Assets at such time (“Excess Value”) shall be reduced to seventy-five percent (75%) of the Excess Value as determined in this subparagraph (v) until the earlier to occur of (a) the event of default under the Mortgage is cured in a commercially reasonable manner and (b) one hundred eighty (180) days after the occurrence of the event of default; thereafter, if the event of default under the defaulted Mortgage has not been cured in a commercially reasonable manner, the portion of the value of the defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at such time shall be reduced to fifty percent (50%) of the Excess Value as determined as set forth above until the earlier to occur of (a) the event of default under the Mortgage is cured in a commercially reasonable manner and (b) eighteen (18) months after the occurrence of the event of default; thereafter, if the event of default under the defaulted Mortgage has not been cured in a commercially reasonable manner, the portion of the value of the defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at such time shall be reduced to zero. Further notwithstanding the foregoing, the calculation of Consolidated Total Adjusted Asset Value for such Personshall include (without double counting) Investments by the Borrower or any of its Subsidiaries in preferred equity, such Person’s interest each as valued at its book value determined in accordance with GAAP. However, (1) no more than 35% of the Consolidated Total Adjusted Asset Value may be in respect of Investments in Persons that are Unconsolidated Affiliates (calculated in the Unconsolidated Affiliate shall not be included manner set forth in the calculation definition of Fair Market Value of Real Estate Assets, except as set forth in the proviso below) with any excess above such 35% limitation being excluded from determinations of Consolidated Total Adjusted Asset Value) and (2) no more than 35% of the Consolidated Total Adjusted Asset Value for in the aggregate may be in respect of Investments of the types described in §§9.3(f), (k) and (l) with any excess above such Person. 35% limitation being excluded from determinations of Consolidated Total Adjusted Asset Value; provided that the Fair Market Value of Real Estate that is Under Development Assets (as used to determine the value of Investments in Unconsolidated Affiliates and undeveloped Land shall be valued at its capitalized cost in accordance with GAAP. Notwithstanding the foregoingSubsidiaries (other than Wholly-owned Subsidiaries) and/or Partially-Owned Entities, Borrower may elect and as used to value a Redevelopment Property at cost as determined in accordance with GAAPcalculate Consolidated Total Adjusted Asset Value), as set forth in the first sentence of this definition, for a period of up to twenty-four (24) months which twenty-four (24) month period shall commence upon the date which Agent receives written notice from Borrower of such election (including any notice provided prior to the date of this Agreement pursuant to the Existing Credit Agreement). The assets of the Borrower and its Subsidiaries on the consolidated financial statements of the Borrower and its Subsidiaries shall be adjusted to reflect include only the Borrower’s allocable pro rata share of such asset Consolidated EBITDA (including Borrower’s interest in or cost basis, as applicable) attributable to any Unconsolidated Affiliate whose asset value or Subsidiary (that is determined by application of the capitalization rate above), for the relevant period or as of the date of determination, taking into account (anot a Wholly-owned Subsidiary) the relative proportion of each such item derived from assets directly owned by the Borrower and from assets owned by its respective Subsidiaries and Unconsolidated Affiliates, and (b) and/or Partially-Owned Entity based on the Borrower’s respective direct or indirect percentage ownership interest in its Subsidiaries such Subsidiary and/or Partially-Owned Entity (or such other amount to which the Borrower is directly or indirectly entitled based on an arm’s length agreement) instead of 100% of such Consolidated EBITDA (or cost basis, as applicable). Solely for purposes of determining Consolidated Total Adjusted Asset Value as of any date and Unconsolidated Affiliatesnotwithstanding anything to the contrary contained herein, the Fair Market Value of Real Estate Assets with respect to any individual Real Estate Asset included in such determination shall not be less than zero ($0).

Consolidated Total Adjusted Asset Value. With respect to any Person, the sum of all assets of such Person and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, provided that all Real Estate that is improved and not Under Development shall be valued at an amount equal to (A) the Operating Cash Flow of such Person and its Subsidiaries and Unconsolidated Affiliates described in §8.3(i) 8.15 from such Real Estate for the period covered by the four previous consecutive fiscal quarters (treated as a single accounting period) divided by (B) the Capitalization Rate0.0850 (an 8.50% capitalization rate), provided that (i) prior to such time as the Borrower or any of its Subsidiaries or such Unconsolidated Affiliates has owned and operated any parcel of Real Estate for four full fiscal quarters, such Real Estate shall be valued at acquisition cost determined in accordance with GAAP, and provided further that quarters (ii)(A) or with respect to any Redevelopment Property that has been valued at cost as permitted below and has recommenced operations for less than four full fiscal quarters), the Operating Cash Flow with respect to such parcel of Real Estate for the number of full fiscal quarters which the Borrower or any of its Subsidiaries or such Unconsolidated Affiliates has owned and operated such parcel of Real Estate (or, with respect to a Redevelopment Property that has recommenced operations, the Operating Cash Flow for such Redevelopment Property for the number of full fiscal quarters which the Borrower or its Subsidiary or such Unconsolidated Affiliate has recommenced operations operations) as annualized shall be utilized, and (Bii) the Operating Cash Flow for any parcel of Real Estate (or Redevelopment Property that has recommenced operations operations) without a full quarter of performance shall be annualized in such manner as the Agent shall approve, such approval not to be unreasonably withheld, (iii) prior to being capitalized, the Operating Cash Flow with respect to any parcel of Real Estate owned by an Unconsolidated Affiliate of such Person shall be reduced by the amount of all Debt Service of such Unconsolidated Affiliate, and (iiiiv) to the extent that the capitalized Operating Cash Flow with respect to any parcel of Real Estate owned by an Unconsolidated Affiliate of such Person is included in the calculation of Consolidated Total Adjusted Asset Value for such Person, such Person’s interest in the Unconsolidated Affiliate shall not be included in the calculation of Consolidated Total Adjusted Asset Value for such Person. Real Estate that is Under Development and undeveloped Land shall be valued at its capitalized cost in accordance with GAAP. Notwithstanding the foregoing, Borrower may elect to value a Redevelopment Property at cost as determined in accordance with GAAP, as set forth in the first sentence of this definition, for a period of up to twenty-four eighteen (2418) months which twenty-four eighteen (2418) month period shall commence upon the date which Agent receives written notice from Borrower of such election (including any notice provided prior to under the date of this credit agreement restated by the Secured Credit Agreement pursuant to the Existing Credit Agreement). The assets of the Borrower and its Subsidiaries on the consolidated financial statements of the Borrower and its Subsidiaries shall be adjusted to reflect the Borrower’s allocable share of such asset (including Borrower’s interest in any Unconsolidated Affiliate whose asset value is determined by application of the capitalization rate above), for the relevant period or as of the date of determination, taking into account (a) the relative proportion of each such item derived from assets directly owned by the Borrower and from assets owned by its respective Subsidiaries and Unconsolidated Affiliates, and (b) the Borrower’s respective ownership interest in its Subsidiaries and Unconsolidated Affiliates.

Consolidated Total Adjusted Asset Value. With respect to any Person, the sum of all assets of such Person and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, provided that all Real Estate that is improved and not Under Development shall be valued at an amount equal to (A) the Operating Cash Flow of such Person and its Subsidiaries and Unconsolidated Affiliates described in §8.3(i) from such Real Estate for the period covered by the four previous consecutive fiscal quarters (treated as a single accounting period) divided by (B) the Capitalization Rate0.0850 (an 8.50% capitalization rate), provided that (i) prior to such time as the Borrower or any of its Subsidiaries or such Unconsolidated Affiliates has owned and operated any parcel of Real Estate for four full fiscal quarters, such Real Estate shall be valued at acquisition cost determined in accordance with GAAP, and provided further that quarters (ii)(A) or with respect to any Redevelopment Property that has been valued at cost as permitted below and has recommenced operations for less than four full fiscal quarters), the Operating Cash Flow with respect to such parcel of Real Estate for the number of full fiscal quarters which the Borrower or any of its Subsidiaries or such Unconsolidated Affiliates has owned and operated such parcel of Real Estate (or, with respect to a Redevelopment Property that has recommenced operations, the Operating Cash Flow for such Redevelopment Property for the number of full fiscal quarters which the Borrower or its Subsidiary or such Unconsolidated Affiliate has recommenced operations operations) as annualized shall be utilized, and (Bii) the Operating Cash Flow for any parcel of Real Estate (or Redevelopment Property that has recommenced operations operations) without a full quarter of performance shall be annualized in such manner as the Agent shall approve, such approval not to be unreasonably withheld, (iii) prior to being capitalized, the Operating Cash Flow with respect to any parcel of Real Estate owned by an Unconsolidated Affiliate of such Person shall be reduced by the amount of all Debt Service of such Unconsolidated Affiliate, and (iiiiv) to the extent that the capitalized Operating Cash Flow with respect to any parcel of Real Estate owned by an Unconsolidated Affiliate of such Person is included in the calculation of Consolidated Total Adjusted Asset Value for such Person, such Person’s interest in the Unconsolidated Affiliate shall not be included in the calculation of Consolidated Total Adjusted Asset Value for such Person. Real Estate that is Under Development and undeveloped Land shall be valued at its capitalized cost in accordance with GAAP. Notwithstanding the foregoing, Borrower may elect to value a Redevelopment Property at cost as determined in accordance with GAAP, as set forth in the first sentence of this definition, for a period of up to twenty-four eighteen (2418) months which twenty-four eighteen (2418) month period shall commence upon the date which Agent receives written notice from Borrower of such election (including any notice provided prior to under the date of this Agreement pursuant to the Existing Prior Credit Agreement). The assets of the Borrower and its Subsidiaries on the consolidated financial statements of the Borrower and its Subsidiaries shall be adjusted to reflect the Borrower’s allocable share of such asset (including Borrower’s interest in any Unconsolidated Affiliate whose asset value is determined by application of the capitalization rate above), for the relevant period or as of the date of determination, taking into account (a) the relative proportion of each such item derived from assets directly owned by the Borrower and from assets owned by its respective Subsidiaries and Unconsolidated Affiliates, and (b) the Borrower’s respective ownership interest in its Subsidiaries and Unconsolidated Affiliates.

Consolidated Total Adjusted Asset Value. With respect to As of any Persondate of determination and without double counting, the sum of all assets of such Person and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, provided that all Real Estate that is improved and not Under Development shall be valued at an amount equal to (A) the Operating Cash Flow sum of such Person and its Subsidiaries and Unconsolidated Affiliates described in §8.3(i) from such Real Estate for the period covered by the four previous consecutive fiscal quarters (treated as a single accounting period) divided by (B) the Capitalization Rate, provided that (i) prior to such time as the Borrower or any of its Subsidiaries or such Unconsolidated Affiliates has owned and operated any parcel Fair Market Value of Real Estate for four full fiscal quartersAssets as of such date, plus (ii) 100% of the value of Unrestricted Cash and Cash Equivalents on such date, plus (iii) 100% of the Development Costs incurred and paid to date by the Borrower with respect to any Real Estate shall be valued at acquisition cost determined in accordance with GAAPAssets which are Real Estate Assets Under Development on such date, plus (iv) prepaid expenses and provided further that escrowed cash funds owned by Borrower such as deposits made by Borrower under sales agreements, plus (ii)(Av) with respect to any Redevelopment Property that has been valued at cost as permitted below and has recommenced operations for less than four full fiscal quarterseach Mortgage and/or Mezzanine Loan, the Operating Cash Flow for lesser of (y) the aggregate amount of principal under such Redevelopment Property for the number of full fiscal quarters which Mortgage and/or Mezzanine Loan that will be due and payable to the Borrower or its Subsidiary or such Unconsolidated Affiliate has recommenced operations as annualized shall be utilized, and Subsidiaries (B) the Operating Cash Flow for any Redevelopment Property that has recommenced operations without a full quarter of performance shall be annualized in such manner as the Agent shall approve, such approval not to be unreasonably withheld, and (iii) to the extent of Borrower’s direct or indirect interest therein) and (z) the purchase price paid by the Borrower or one of its Subsidiaries to acquire such Mortgage and/or Mezzanine Loan, plus (vi) Accounts Receivable as of such date, plus (vii) 100% of the value (determined on the so-called xxxx-to-market basis) of the Marketable Securities owned by the Borrower or its Subsidiaries on such date, provided that the capitalized Operating Cash Flow with respect such Marketable Securities must not be subject to any parcel lock-up or other transfer restrictions, plus (vii) the book value of land owned by the Borrower, as evidenced by the Borrower’s balance sheet delivered to the Agent, plus (viii) Eligible Cash 1031 Proceeds on such date. Notwithstanding the foregoing, at any time at which the value determined pursuant to clause (v) of the preceding sentence equals or exceeds 10% of the total Fair Market Value of Real Estate owned by Assets at such time, then upon the occurrence of an Unconsolidated Affiliate event of default under any Mortgage, the portion of the value of such Person defaulted Mortgage which is included in excess of 10% of the total Fair Market Value of Real Estate Assets at such time (“Excess Value”) shall be reduced to seventy-five percent (75%) of the Excess Value as determined in this subparagraph (v) until the earlier to occur of (a) the event of default under the Mortgage is cured in a commercially reasonable manner and (b) one hundred eighty (180) days after the occurrence of the event of default; thereafter, if the event of default under the defaulted Mortgage has not been cured in a commercially reasonable manner, the portion of the value of the defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at such time shall be reduced to fifty percent (50%) of the Excess Value as determined as set forth above until the earlier to occur of (a) the event of default under the Mortgage is cured in a commercially reasonable manner and (b) eighteen (18) months after the occurrence of the event of default; thereafter, if the event of default under the defaulted Mortgage has not been cured in a commercially reasonable manner, the portion of the value of the defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at such time shall be reduced to zero. Further notwithstanding the foregoing, the calculation of Consolidated Total Adjusted Asset Value for such Personshall include (without double counting) Investments by the Borrower or any of its Subsidiaries in preferred equity, such Person’s interest in the Unconsolidated Affiliate shall not be included in the calculation of Consolidated Total Adjusted Asset Value for such Person. Real Estate that is Under Development and undeveloped Land shall be each as valued at its capitalized cost in accordance with GAAP. Notwithstanding the foregoing, Borrower may elect to book value a Redevelopment Property at cost as determined in accordance with GAAP, as set forth in the first sentence of this definition, for a period of up to twenty-four (24) months which twenty-four (24) month period shall commence upon the date which Agent receives written notice from Borrower of such election (including any notice provided prior to the date of this Agreement pursuant to the Existing Credit Agreement). The assets of the Borrower and its Subsidiaries on the consolidated financial statements of the Borrower and its Subsidiaries shall be adjusted to reflect the Borrower’s allocable share of such asset (including Borrower’s interest in any Unconsolidated Affiliate whose asset value is determined by application of the capitalization rate above), for the relevant period or as of the date of determination, taking into account (a) the relative proportion of each such item derived from assets directly owned by the Borrower and from assets owned by its respective Subsidiaries and Unconsolidated Affiliates, and (b) the Borrower’s respective ownership interest in its Subsidiaries and Unconsolidated Affiliates.

Consolidated Total Adjusted Asset Value. With respect to As of any Persondate of determination and without double counting, the sum of all assets of such Person and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, provided that all Real Estate that is improved and not Under Development shall be valued at an amount equal to (A) the Operating Cash Flow sum of such Person and its Subsidiaries and Unconsolidated Affiliates described in §8.3(i) from such Real Estate for the period covered by the four previous consecutive fiscal quarters (treated as a single accounting period) divided by (B) the Capitalization Rate, provided that (i) prior to such time as the Borrower or any of its Subsidiaries or such Unconsolidated Affiliates has owned and operated any parcel Fair Market Value of Real Estate for four full fiscal quartersAssets as of such date, plus (ii) 100% of the value of Unrestricted Cash and Cash Equivalents on such date, plus (iii) 100% of the Development Costs incurred and paid to date by the Borrower with respect to any Real Estate shall be valued at acquisition cost determined in accordance with GAAPAssets which are Real Estate Assets Under Development on such date, plus (iv) prepaid expenses and provided further that escrowed cash funds owned by Borrower such as deposits made by Borrower under sales agreements, plus (ii)(Av) with respect to any Redevelopment Property that has been valued at cost as permitted below and has recommenced operations for less than four full fiscal quarterseach Mortgage and/or Mezzanine Loan, the Operating Cash Flow for lesser of (y) the aggregate amount of principal under such Redevelopment Property for the number of full fiscal quarters which Mortgage and/or Mezzanine Loan that will be due and payable to the Borrower or its Subsidiary or such Unconsolidated Affiliate has recommenced operations as annualized shall be utilized, and Subsidiaries (B) the Operating Cash Flow for any Redevelopment Property that has recommenced operations without a full quarter of performance shall be annualized in such manner as the Agent shall approve, such approval not to be unreasonably withheld, and (iii) to the extent of Borrower’s direct or indirect interest therein) and (z) the purchase price paid by the Borrower or one of its Subsidiaries to acquire such Mortgage and/or Mezzanine Loan, plus (vi) Accounts Receivable as of such date, plus (vii) 100% of the value (determined on the so-called xxxx-to-market basis) of the Marketable Securities owned by the Borrower or its Subsidiaries on such date, provided that the capitalized Operating Cash Flow with respect such Marketable Securities must not be subject to any parcel lock-up or other transfer restrictions, plus (vii) the book value of Real Estate land owned by an Unconsolidated Affiliate of the Borrower, as evidenced by the Borrower’s balance sheet delivered to the Agent, plus (viii) Eligible Cash 1031 Proceeds on such Person is included in the calculation of Consolidated Total Adjusted Asset Value for such Person, such Person’s interest in the Unconsolidated Affiliate shall not be included in the calculation of Consolidated Total Adjusted Asset Value for such Person. Real Estate that is Under Development and undeveloped Land shall be valued at its capitalized cost in accordance with GAAPdate. Notwithstanding the foregoing, Borrower may elect at any time at which the value determined pursuant to clause (v) of the preceding sentence equals or exceeds 10% of the total Fair Market Value of Real Estate Assets at such time, then upon the occurrence of an event of default under any Mortgage, the portion of the value a Redevelopment Property of such defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at cost such time (“Excess Value”) shall be reduced to seventy-five percent (75%) of the Excess Value as determined in accordance with GAAP, as set forth in this subparagraph (v) until the first sentence earlier to occur of this definition, for a period of up to twenty-four (24) months which twenty-four (24) month period shall commence upon the date which Agent receives written notice from Borrower of such election (including any notice provided prior to the date of this Agreement pursuant to the Existing Credit Agreement). The assets of the Borrower and its Subsidiaries on the consolidated financial statements of the Borrower and its Subsidiaries shall be adjusted to reflect the Borrower’s allocable share of such asset (including Borrower’s interest in any Unconsolidated Affiliate whose asset value is determined by application of the capitalization rate above), for the relevant period or as of the date of determination, taking into account (a) the relative proportion event of each such item derived from assets directly owned by default under the Borrower and from assets owned by its respective Subsidiaries and Unconsolidated Affiliates, Mortgage is cured in a commercially reasonable manner and (b) one hundred eighty (180) days after the Borrower’s respective ownership interest occurrence of the event of default; thereafter, if the event of default under the defaulted Mortgage has not been cured in its Subsidiaries a commercially reasonable manner, the portion of the value of the defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at such time shall be reduced to fifty percent (50%) of the Excess Value as determined as set forth above until the earlier to occur of (a) the event of default under the Mortgage is cured in a commercially reasonable manner and Unconsolidated Affiliates(b) eighteen (18) months after the occurrence of the event of default; thereafter, if the event of default under the defaulted Mortgage has not been cured in a commercially reasonable manner, the portion of the value of the defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at such time shall be reduced to zero.

Consolidated Total Adjusted Asset Value. With respect to As of any Persondate of determination and without double counting, the sum of all assets of such Person and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, provided that all Real Estate that is improved and not Under Development shall be valued at an amount equal to (A) the Operating Cash Flow sum of such Person and its Subsidiaries and Unconsolidated Affiliates described in §8.3(i) from such Real Estate for the period covered by the four previous consecutive fiscal quarters (treated as a single accounting period) divided by (B) the Capitalization Rate, provided that (i) prior to such time as the Borrower or any of its Subsidiaries or such Unconsolidated Affiliates has owned and operated any parcel Fair Market Value of Real Estate for four full fiscal quartersAssets as of such date, plus (ii) 100% of the value of Unrestricted Cash and Cash Equivalents on such date, plus (iii) 100% of the Development Costs incurred and paid to date by the Borrower with respect to any Real Estate shall be valued at acquisition cost determined in accordance with GAAPAssets which are Real Estate Assets Under Development on such date, plus (iv) prepaid expenses and provided further that escrowed cash funds owned by the Borrower such as deposits made by the Borrower under sales agreements, plus (ii)(Av) with respect to any Redevelopment Property that has been valued at cost as permitted below and has recommenced operations for less than four full fiscal quarterseach Mortgage and/or Mezzanine Loan, the Operating Cash Flow for lesser of (y) the aggregate amount of principal under such Redevelopment Property for the number of full fiscal quarters which Mortgage and/or Mezzanine Loan that will be due and payable to the Borrower or its Subsidiary or such Unconsolidated Affiliate has recommenced operations as annualized shall be utilized, and Subsidiaries (B) the Operating Cash Flow for any Redevelopment Property that has recommenced operations without a full quarter of performance shall be annualized in such manner as the Agent shall approve, such approval not to be unreasonably withheld, and (iii) to the extent of the Borrower’s direct or indirect interest therein) and (z) the purchase price paid by the Borrower or one of its Subsidiaries to acquire such Mortgage and/or Mezzanine Loan, plus (vi) Accounts Receivable as of such date, plus (vii) 100% of the value (determined on the so-called xxxx-to-market basis) of the Marketable Securities owned by the Borrower or its Subsidiaries on such date, provided that the capitalized Operating Cash Flow with respect such Marketable Securities must not be subject to any parcel lock-up or other transfer restrictions, plus (viii) the book value of land owned by the Borrower, as evidenced by the Borrower’s balance sheet delivered to the Agent, plus (ix) Eligible Cash 1031 Proceeds on such date. Notwithstanding the foregoing, at any time at which the value determined pursuant to clause (v) of the preceding sentence equals or exceeds 10% of the total Fair Market Value of Real Estate owned by Assets at such time, then upon the occurrence of an Unconsolidated Affiliate event of default under any Mortgage, the portion of the value of such Person defaulted Mortgage which is included in excess of 10% of the total Fair Market Value of Real Estate Assets at such time (“Excess Value”) shall be reduced to seventy-five percent (75%) of the Excess Value as determined in this subparagraph (v) until the earlier to occur of (a) the event of default under the Mortgage is cured in a commercially reasonable manner and (b) one hundred eighty (180) days after the occurrence of the event of default; thereafter, if the event of default under the defaulted Mortgage has not been cured in a commercially reasonable manner, the portion of the value of the defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at such time shall be reduced to fifty percent (50%) of the Excess Value as determined as set forth above until the earlier to occur of (a) the event of default under the Mortgage is cured in a commercially reasonable manner and (b) eighteen (18) months after the occurrence of the event of default; thereafter, if the event of default under the defaulted Mortgage has not been cured in a commercially reasonable manner, the portion of the value of the defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at such time shall be reduced to zero. Further notwithstanding the foregoing, the calculation of Consolidated Total Adjusted Asset Value for such Personshall include (without double counting) Investments by the Borrower or any of its Subsidiaries in preferred equity, such Person’s interest each as valued at its book value determined in accordance with GAAP. However, (1) no more than 45% of the Consolidated Total Adjusted Asset Value may be in respect of Investments in Persons that are not Wholly-owned Subsidiaries (calculated in the Unconsolidated Affiliate shall not be included manner set forth in the calculation definition of Fair Market Value of Real Estate Assets, except as set forth in the provisos below) with any excess above such 45% limitation being excluded from determinations of Consolidated Total Adjusted Asset Value; provided that so long as Salesforce Tower remains at least 95% owned, directly or indirectly, by the Borrower, Salesforce Tower shall be deemed to be a Wholly-owned Subsidiary for purposes of calculation of and compliance with the foregoing 45% limitation) and (2) no more than 35% of the Consolidated Total Adjusted Asset Value for in the aggregate may be in respect of Investments of the types described in §§9.3(f), (k) and (l) with any excess above such Person. 35% limitation being excluded from determinations of Consolidated Total Adjusted Asset Value; provided further, that the Fair Market Value of Real Estate that is Under Development and undeveloped Land shall be valued at its capitalized cost Assets (as used to determine the value of Investments in accordance with GAAP. Notwithstanding the foregoingSubsidiaries (other than Wholly-owned Subsidiaries, Borrower may elect to value a Redevelopment Property at cost as determined in accordance with GAAP, including Salesforce Tower as set forth in the first sentence of this definitionabove) and/or Partially-Owned Entities, for a period of up and as used to twenty-four (24) months which twenty-four (24) month period shall commence upon the date which Agent receives written notice from Borrower of such election (including any notice provided prior to the date of this Agreement pursuant to the Existing Credit Agreementcalculate Consolidated Total Adjusted Asset Value). The assets of the Borrower and its Subsidiaries on the consolidated financial statements of the Borrower and its Subsidiaries , shall be adjusted to reflect include only the Borrower’s allocable pro rata share of such asset Consolidated EBITDA (including Borrower’s interest in or cost basis, as applicable) attributable to any Unconsolidated Affiliate whose asset value Subsidiary (that is determined by application of the capitalization rate above), for the relevant period or as of the date of determination, taking into account (anot a Wholly-owned Subsidiary) the relative proportion of each such item derived from assets directly owned by the Borrower and from assets owned by its respective Subsidiaries and Unconsolidated Affiliates, and (b) and/or Partially-Owned Entity based on the Borrower’s respective direct or indirect percentage ownership interest in its Subsidiaries and Unconsolidated Affiliatessuch Subsidiary and/or Partially-Owned Entity (or such other amount to which the Borrower is directly or indirectly entitled based on an arm’s length agreement) instead of 100% of such Consolidated EBITDA (or cost basis, as applicable).

Consolidated Total Adjusted Asset Value. With respect to As of any Persondate of determination and without double counting, the sum of all assets of such Person and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, provided that all Real Estate that is improved and not Under Development shall be valued at an amount equal to (A) the Operating Cash Flow sum of such Person and its Subsidiaries and Unconsolidated Affiliates described in §8.3(i) from such Real Estate for the period covered by the four previous consecutive fiscal quarters (treated as a single accounting period) divided by (B) the Capitalization Rate, provided that (i) prior to such time as the Borrower or any of its Subsidiaries or such Unconsolidated Affiliates has owned and operated any parcel Fair Market Value of Real Estate for four full fiscal quartersAssets as of such date, plus (ii) 100% of the value of Unrestricted Cash and Cash Equivalents on such date, plus (iii) 100% of the Development Costs incurred and paid to date by the Borrower with respect to any Real Estate shall be valued at acquisition cost determined in accordance with GAAPAssets which are Real Estate Assets Under Development on such date, plus (iv) prepaid expenses and provided further that escrowed cash funds owned by the Borrower such as deposits made by the Borrower under sales agreements, plus (ii)(Av) with respect to any Redevelopment Property that has been valued at cost as permitted below and has recommenced operations for less than four full fiscal quarterseach Mortgage and/or Mezzanine Loan, the Operating Cash Flow for lesser of (y) the aggregate amount of principal under such Redevelopment Property for the number of full fiscal quarters which Mortgage and/or Mezzanine Loan that will be due and payable to the Borrower or its Subsidiary or such Unconsolidated Affiliate has recommenced operations as annualized shall be utilized, and Subsidiaries (B) the Operating Cash Flow for any Redevelopment Property that has recommenced operations without a full quarter of performance shall be annualized in such manner as the Agent shall approve, such approval not to be unreasonably withheld, and (iii) to the extent of the Borrower’s direct or indirect interest therein) and (z) the purchase price paid by the Borrower or one of its Subsidiaries to acquire such Mortgage and/or Mezzanine Loan, plus (vi) Accounts Receivable as of such date, plus (vii) 100% of the value (determined on the so-called xxxx-to-market basis) of the Marketable Securities owned by the Borrower or its Subsidiaries on such date, provided that the capitalized Operating Cash Flow with respect such Marketable Securities must not be subject to any parcel lock-up or other transfer restrictions, plus (viii) the book value of land owned by the Borrower, as evidenced by the Borrower’s balance sheet delivered to the Agent, plus (ix) Eligible Cash 1031 Proceeds on such date. Notwithstanding the foregoing, at any time at which the value determined pursuant to clause (v) of the preceding sentence equals or exceeds 10% of the total Fair Market Value of Real Estate owned by Assets at such time, then upon the occurrence of an Unconsolidated Affiliate event of default under any Mortgage, the portion of the value of such Person defaulted Mortgage which is included in excess of 10% of the total Fair Market Value of Real Estate Assets at such time (“Excess Value”) shall be reduced to seventy-five percent (75%) of the Excess Value as determined in this subparagraph (v) until the earlier to occur of (a) the event of default under the Mortgage is cured in a commercially reasonable manner and (b) one hundred eighty (180) days after the occurrence of the event of default; thereafter, if the event of default under the defaulted Mortgage has not been cured in a commercially reasonable manner, the portion of the value of the defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at such time shall be reduced to fifty percent (50%) of the Excess Value as determined as set forth above until the earlier to occur of (a) the event of default under the Mortgage is cured in a commercially reasonable manner and (b) eighteen (18) months after the occurrence of the event of default; thereafter, if the event of default under the defaulted Mortgage has not been cured in a commercially reasonable manner, the portion of the value of the defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at such time shall be reduced to zero. Further notwithstanding the foregoing, the calculation of Consolidated Total Adjusted Asset Value for such Personshall include (without double counting) Investments by the Borrower or any of its Subsidiaries in preferred equity, such Person’s interest each as valued at its book value determined in accordance with GAAP. However, (1) no more than 35% of the Consolidated Total Adjusted Asset Value may be in respect of Investments in Persons that are Unconsolidated Affiliates (calculated in the Unconsolidated Affiliate shall not be included manner set forth in the calculation definition of Fair Market Value of Real Estate Assets, except as set forth in the proviso below) with any excess above such 35% limitation being excluded from determinations of Consolidated Total Adjusted Asset Value) and (2) no more than 35% of the Consolidated Total Adjusted Asset Value for in the aggregate may be in respect of Investments of the types described in §§9.3(f), (k) and (l) with any excess above such Person. 35% limitation being excluded from determinations of Consolidated Total Adjusted Asset Value; provided that the Fair Market Value of Real Estate that is Under Development Assets (as used to determine the value of Investments in Unconsolidated Affiliates and undeveloped Land shall be valued at its capitalized cost in accordance with GAAP. Notwithstanding the foregoingSubsidiaries (other than Wholly-owned Subsidiaries) and/or Partially-Owned Entities, Borrower may elect and as used to value a Redevelopment Property at cost as determined in accordance with GAAPcalculate Consolidated Total Adjusted Asset Value), as set forth in the first sentence of this definition, for a period of up to twenty-four (24) months which twenty-four (24) month period shall commence upon the date which Agent receives written notice from Borrower of such election (including any notice provided prior to the date of this Agreement pursuant to the Existing Credit Agreement). The assets of the Borrower and its Subsidiaries on the consolidated financial statements of the Borrower and its Subsidiaries shall be adjusted to reflect include only the Borrower’s allocable pro rata share of such asset Consolidated EBITDA (including Borrower’s interest in or cost basis, as applicable) attributable to any Unconsolidated Affiliate whose asset value or Subsidiary (that is determined by application of the capitalization rate above), for the relevant period or as of the date of determination, taking into account (anot a Wholly-owned Subsidiary) the relative proportion of each such item derived from assets directly owned by the Borrower and from assets owned by its respective Subsidiaries and Unconsolidated Affiliates, and (b) and/or Partially-Owned Entity based on the Borrower’s respective direct or indirect percentage ownership interest in its Subsidiaries such Subsidiary and/or Partially-Owned Entity (or such other amount to which the Borrower is directly or indirectly entitled based on an arm’s length agreement) instead of 100% of such Consolidated EBITDA (or cost basis, as applicable). Solely for purposes of determining Consolidated Total Adjusted Asset Value as of any date and Unconsolidated Affiliatesnotwithstanding anything to the contrary contained herein, the Fair Market Value of Real Estate Assets with respect to any individual Real Estate Asset included in such determination shall not be less than zero ($0).

Consolidated Total Adjusted Asset Value. With respect to As of any Persondate of determination and without double counting, the sum of all assets of such Person and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, provided that all Real Estate that is improved and not Under Development shall be valued at an amount equal to (A) the Operating Cash Flow sum of such Person and its Subsidiaries and Unconsolidated Affiliates described in §8.3(i) from such Real Estate for the period covered by the four previous consecutive fiscal quarters (treated as a single accounting period) divided by (B) the Capitalization Rate, provided that (i) prior to such time as the Borrower or any of its Subsidiaries or such Unconsolidated Affiliates has owned and operated any parcel Fair Market Value of Real Estate for four full fiscal quartersAssets as of such date, plus (ii) 100% of the value of Unrestricted Cash and Cash Equivalents on such date, plus (iii) 100% of the Development Costs incurred and paid to date by the Borrower with respect to any Real Estate shall be valued at acquisition cost determined in accordance with GAAPAssets which are Real Estate Assets Under Development on such date, plus (iv) prepaid expenses and provided further that escrowed cash funds owned by Borrower such as deposits made by Borrower under sales agreements, plus (ii)(Av) with respect to any Redevelopment Property that has been valued at cost as permitted below and has recommenced operations for less than four full fiscal quarterseach Mortgage and/or Mezzanine Loan, the Operating Cash Flow for lesser of (y) the aggregate amount of principal under such Redevelopment Property for the number of full fiscal quarters which Mortgage and/or Mezzanine Loan that will be due and payable to the Borrower or its Subsidiary or such Unconsolidated Affiliate has recommenced operations as annualized shall be utilized, and Subsidiaries (B) the Operating Cash Flow for any Redevelopment Property that has recommenced operations without a full quarter of performance shall be annualized in such manner as the Agent shall approve, such approval not to be unreasonably withheld, and (iii) to the extent of Borrower’s direct or indirect interest therein) and (z) the purchase price paid by the Borrower or one of its Subsidiaries to acquire such Mortgage and/or Mezzanine Loan, plus (vi) Accounts Receivable as of such date, plus (vii) 100% of the value (determined on the so-called xxxx-to-market basis) of the Marketable Securities owned by the Borrower or its Subsidiaries on such date, provided that the capitalized Operating Cash Flow with respect such Marketable Securities must not be subject to any parcel lock-up or other transfer restrictions, plus (vii) the book value of Real Estate land owned by an Unconsolidated Affiliate of such Person is included in the calculation of Consolidated Total Adjusted Asset Value for such PersonBorrower, such Personas evidenced by the Borrower’s interest in balance sheet delivered to the Unconsolidated Affiliate shall not be included in the calculation of Consolidated Total Adjusted Asset Value for such Person. Real Estate that is Under Development and undeveloped Land shall be valued at its capitalized cost in accordance with GAAPAgent. Notwithstanding the foregoing, Borrower may elect at any time at which the value determined pursuant to clause (v) of the preceding sentence equals or exceeds 10% of the total Fair Market Value of Real Estate Assets at such time, then upon the occurrence of an event of default under any Mortgage, the portion of the value a Redevelopment Property of such defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at cost such time (“Excess Value”) shall be reduced to seventy-five percent (75%) of the Excess Value as determined in accordance with GAAP, as set forth in this subparagraph (v) until the first sentence earlier to occur of this definition, for a period of up to twenty-four (24) months which twenty-four (24) month period shall commence upon the date which Agent receives written notice from Borrower of such election (including any notice provided prior to the date of this Agreement pursuant to the Existing Credit Agreement). The assets of the Borrower and its Subsidiaries on the consolidated financial statements of the Borrower and its Subsidiaries shall be adjusted to reflect the Borrower’s allocable share of such asset (including Borrower’s interest in any Unconsolidated Affiliate whose asset value is determined by application of the capitalization rate above), for the relevant period or as of the date of determination, taking into account (a) the relative proportion event of each such item derived from assets directly owned by default under the Borrower and from assets owned by its respective Subsidiaries and Unconsolidated Affiliates, Mortgage is cured in a commercially reasonable manner and (b) one hundred eighty (180) days after the Borrower’s respective ownership interest occurrence of the event of default; thereafter, if the event of default under the defaulted Mortgage has not been cured in its Subsidiaries a commercially reasonable manner, the portion of the value of the defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at such time shall be reduced to fifty percent (50%) of the Excess Value as determined as set forth above until the earlier to occur of (a) the event of default under the Mortgage is cured in a commercially reasonable manner and Unconsolidated Affiliates(b) eighteen (18) months after the occurrence of the event of default; thereafter, if the event of default under the defaulted Mortgage has not been cured in a commercially reasonable manner, the portion of the value of the defaulted Mortgage which is in excess of 10% of the total Fair Market Value of Real Estate Assets at such time shall be reduced to zero.

Consolidated Total Adjusted Asset Value. With respect to any Person, the sum of all assets of such Person and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, provided that all Real Estate that is improved and not Under Development shall be valued at an amount equal to (A) the Operating Cash Flow of such Person and its Subsidiaries and Unconsolidated Affiliates described in §8.3(i) from such Real Estate for the period covered by the four previous consecutive fiscal quarters (treated as a single accounting period) divided by (B) the Capitalization Rate, provided that (i) prior to such time as the Borrower or any of its Subsidiaries or such Unconsolidated Affiliates has owned and operated any parcel of Real Estate for four full fiscal quarters, such Real Estate shall be valued at acquisition cost determined in accordance with GAAP, and provided further that (ii)(A) with respect to any Redevelopment Property that has been valued at cost as permitted below and has recommenced operations for less than four full fiscal quarters, the Operating Cash Flow for such Redevelopment Property for the number of full fiscal quarters which the Borrower or its Subsidiary or such Unconsolidated Affiliate has recommenced operations as annualized shall be utilized, and (B) the Operating Cash Flow for any Redevelopment Property that has recommenced operations without a full quarter of performance shall be annualized in such manner as the Agent shall approve, such approval not to be unreasonably withheld, and (iii) to the extent that the capitalized Operating Cash Flow with respect to any parcel of Real Estate owned by an Unconsolidated Affiliate of such Person is included in the calculation of Consolidated Total Adjusted Asset Value for such Person, such Person’s interest in the Unconsolidated Affiliate shall not be included in the calculation of Consolidated Total Adjusted Asset Value for such Person. Real Estate that is Under Development and undeveloped Land shall be valued at its capitalized cost in accordance with GAAP. Notwithstanding the foregoing, Borrower may elect to value a Redevelopment Property at cost as determined in accordance with GAAP, as set forth in the first sentence of this definition, for a period of up to twenty-four (24) months which twenty-four (24) month period shall commence upon the date which Agent receives written notice from Borrower of such election (including any notice provided prior to under the date of this Agreement pursuant to the Existing Prior Credit Agreement). The assets of the Borrower and its Subsidiaries on the consolidated financial statements of the Borrower and its Subsidiaries shall be adjusted to reflect the Borrower’s allocable share of such asset (including Borrower’s interest in any Unconsolidated Affiliate whose asset value is determined by application of the capitalization rate above), for the relevant period or as of the date of determination, taking into account (a) the relative proportion of each such item derived from assets directly owned by the Borrower and from assets owned by its respective Subsidiaries and Unconsolidated Affiliates, and (b) the Borrower’s respective ownership interest in its Subsidiaries and Unconsolidated Affiliates.