Common use of Development Activity Clause in Contracts

Development Activity. Neither the Borrower nor any Subsidiary of the Borrower shall, without the prior written consent of the Majority Banks, engage, directly or indirectly, in the "ground-up" development of properties to be used principally for commercial office purposes or otherwise, except that the Borrower, subject to the terms of this Section 8.9, and Subsidiaries of the Borrower (other than Property Owner, Manager and Member) may engage in the "ground up" development of Real Estate to be used principally for commercial office purposes provided that the aggregate costs of acquisition and development of all such properties Under Development (assuming the full cost of developing such property) at any time shall not exceed the greater of (i) ten percent (10%) of WWP's Consolidated Total Assets or (ii) $25,000,000.00. Notwithstanding anything herein to the contrary, except for the Mortgaged Property commonly known as 000 Xxxxxxxx Xxxxxx which may be developed by the Borrower, no "ground up" development shall be performed by the Borrower, Property Owner, Manager or Member. For purposes of this Section 8.9, the term "development" shall include the new construction of an office building or office park, but shall not include Capital Improvement Projects to existing Real Estate which is already used principally for commercial office purposes. Without limiting the foregoing, the Borrower acknowledges that for the purposes of this Agreement, (a) any interest by the Borrower or any Subsidiary in a property which is proposed to be developed, or any interest therein pursuant to which the borrower or any Subsidiary has the right to approve site plans or other plans and specifications or pursuant to which such parties' obligations are conditioned upon the achievement of certain leasing levels, (b) any agreement by the Borrower or any Subsidiary which obligates such party to contribute or otherwise advance funds in connection with or upon completion of the development of a property, or (c) any acquisition of a property which is proposed to be developed or which is under development and lease-up at the time such agreement is entered into, shall be considered a "development" for the purposes of this Section 8.

Development Activity. Neither the Borrower Borrower, the Guarantor nor any Subsidiary of their respective Subsidiaries shall engage, directly or indirectly, in the development of more than three (3) properties (in addition to the Mortgaged Properties) at any one time to be used principally for shopping centers and having a total cost (including acquisition, construction and other costs) individually for each development project in excess of ten percent (10%) of the Consolidated Total Adjusted Asset Value of the Borrower shalland the Guarantor and in the aggregate for all development projects in excess of fifteen percent (15%) of the Consolidated Total Adjusted Asset Value of the Borrower and the Guarantor, without the prior written consent of the Majority Banks, engage, directly or indirectly, in the "ground-up" development of properties to be used principally for commercial office purposes or otherwise, except that the Borrower, subject to the terms of this Section 8.9, and Subsidiaries of the Borrower (other than Property Owner, Manager and Member) may engage in the "ground up" development of Real Estate to be used principally for commercial office purposes provided that the aggregate costs of acquisition and development of all such properties Under Development (assuming the full cost of developing such property) at any time shall not exceed the greater of (i) ten percent (10%) of WWP's Consolidated Total Assets or (ii) $25,000,000.00. Notwithstanding anything herein to the contrary, except for the Mortgaged Property commonly known as 000 Xxxxxxxx Xxxxxx which may be developed by the Borrower, no "ground up" development shall be performed by the Borrower, Property Owner, Manager or Member. For purposes of this Section 8.9, the term "development" shall include the new construction of an office building a shopping center complex or office parkthe substantial renovation of improvements to real property which materially change the character or size thereof, but shall not include Capital Improvement Projects the addition of amenities or other related facilities to existing Real Estate which is already used principally for commercial office purposesshopping centers. Without limiting The Borrower and the foregoingGuarantor each acknowledges that the decision of the Majority Banks to grant or withhold such consent shall be based on such factors as the Majority Banks deem relevant in their sole discretion, including without limitation, evidence of sufficient funds both from borrowings and equity to complete such development and evidence that the Borrower, the Borrower acknowledges Guarantor or either of its Subsidiaries has the resources and expertise necessary to complete such project. Nothing herein shall prohibit the Borrower, the Guarantor or any of their respective Subsidiaries thereof from entering into an agreement to acquire Real Estate which has been developed and initially leased by another Person. Neither the Borrower, the Guarantor nor any Subsidiary shall acquire or hold more than three undeveloped parcels of Real Estate without the prior written consent of the Majority Banks, provided that for the purposes acquisition or holding of this Agreement, (a) any interest outlots or property adjacent to any Real Estate owned by the Borrower Borrower, the Guarantor or any Subsidiary in a property which is proposed shall not be deemed to be developedan undeveloped parcel of Real Estate for this purpose and options to acquire any property shall not be deemed an acquisition or holding of such property. Further, or any interest therein pursuant to which new development project engaged in by the borrower Borrower, the Guarantor or any Subsidiary has the right to approve site plans or other plans and specifications or pursuant to which such parties' obligations are conditioned upon the achievement of certain leasing levelsshall be at least seventy percent (70%) pre- leased, (b) any agreement by the Borrower or any Subsidiary which obligates such party to contribute or otherwise advance funds in connection with or upon completion of the development of a propertyincluding all anchors, or (c) under a purchase agreement and all construction bids shall be in place and any acquisition of a property which is proposed such development shall continue to be developed or which is under development and lease-up at the deemed an undeveloped parcel until such time such agreement is entered into, shall be considered a "development" for the purposes of this Section 8as construction commences.

Development Activity. Neither the Borrower nor any Subsidiary of the Borrower shall, without the prior written consent of the Majority Banks, or Joint Venture thereof shall engage, directly or indirectly, in the "ground-up" development of properties to be used principally Real Estate or otherwise except for commercial office purposes or otherwise, except that the Borrower, subject to the terms of this Section 8.9, and Subsidiaries of the Borrower (other than Property Owner, Manager and Member) may engage in the "ground up" development of Real Estate to be used principally for commercial office Retail Uses or the development by Excel Legacy Holdings and its Subsidiaries of Real Estate to be used principally for such purposes as Excel Legacy Holdings may determine, provided that that, subject to Section 8.3, (a) the aggregate costs amount of acquisition Construction in Progress by Borrower and development of all such properties Under Development (assuming the full cost of developing such property) its Subsidiaries and Joint Ventures shall not at any time shall not exceed the greater of (i) ten fifteen percent (1015%) of WWPthe Borrower's Adjusted Consolidated Total Assets or Assets, and (iib) the aggregate amount of Construction in Progress by Excel Legacy Holdings and its Subsidiaries and Joint Ventures shall not at any time exceed $25,000,000.00. Notwithstanding anything herein to the contrary, except for the Mortgaged Property commonly known as 000 Xxxxxxxx Xxxxxx which may be developed by the Borrower, no "ground up" development shall be performed by the Borrower, Property Owner, Manager or Member50,000,000.00. For purposes of this Section 8.9, the term "development" shall include new 62 construction or the new construction substantial renovation or expansion of an office building or office parkimprovements to real property, but shall not include Capital Improvement Projects the addition of amenities or other related facilities to existing Real Estate which is already used principally for commercial office purposesRetail Uses. Without limiting the foregoing, the Borrower acknowledges that for the purposes of this Agreement, except for any rights pursuant to option agreements that do not obligate the Borrower or any Subsidiary or Joint Venture to act pursuant thereto or pursuant to other agreements that limit the recourse of the other party thereto upon a default or breach by Borrower or any Subsidiary or Joint Venture thereunder to a reasonable xxxxxxx money deposit as liquidated damages, (a1) any interest by the Borrower or any Subsidiary or Joint Venture in a property which is proposed to be developed, or any interest therein pursuant to which the borrower Borrower or any Subsidiary or Joint Venture has the right to approve site plans or other plans and specifications or pursuant to which such parties' obligations are conditioned upon the achievement of certain leasing levels, (b2) any agreement by the Borrower or any Subsidiary or Joint Venture which obligates such party to contribute or otherwise advance funds in connection with or upon completion of the development of a property, or (c3) any acquisition of a property which is proposed to be developed or which is under development and lease-up at the time such agreement is entered into, shall be considered a "development" for the purposes of this Section 88.9. For the purposes of this Section 8.9, the obligation of a Borrower or any of its Subsidiaries under an agreement to acquire a property subject to this Section 8.9 shall be an amount equal to the lesser of (i) the purchase price or (ii) the liquidated damages specified in the acquisition agreement. Notwithstanding the foregoing, but except as otherwise approved by the Agent, neither the Borrower, any Guarantor nor any Subsidiary or Joint Venture of Borrower shall commence any development unless at least seventy percent (70%) (sixty percent (60%) with respect to the developments commonly known as Anaheim, Los Xxxxx, Newport and Glendale) of the gross leasable area of said project, including all anchors for Real Estate to be used for Retail Uses, is subject to a fully executed lease pursuant to which such tenants are unconditionally committed to take occupancy upon completion of such construction. Nothing herein shall prohibit the Borrower or any Subsidiary or Joint Venture thereof from entering into an agreement to acquire Real Estate which has been developed and initially leased by another Person.

Development Activity. Neither the Borrower Wellsford REIT nor any Subsidiary of the Borrower shall, without the prior written consent of the Majority Banks, thereof shall engage, directly or indirectly, in the "ground-up" development of properties to be used principally for commercial office purposes multifamily housing or otherwise, except that the Borrower, subject to the terms Wellsford REIT or a Subsidiary thereof may develop for its own account during a fiscal year of this Section 8.9, and Subsidiaries of the Borrower (other than Property Owner, Manager and Member) may engage in the "ground up" development of Real Estate Wellsford REIT properties to be used principally for commercial office purposes multifamily housing provided that in any fiscal year such development shall be limited to the aggregate costs of acquisition and development of all such properties Under Development (assuming the full cost of developing such property) at any time shall not exceed the greater lesser of (i) any number of projects with respect to which the aggregate cost of acquiring the Real Estate and developing the improvements thereon is not reasonably anticipated to exceed $100,000,000.00 (including development of the Development) and (ii) any number of projects with respect to which the aggregate number of multifamily units to be developed (including development of the Development) does not exceed ten percent (10%) of WWP's Consolidated Total Assets or (ii) $25,000,000.00. Notwithstanding anything herein to the contrary, except total number of multifamily units located on Real Estate owned in fee by Wellsford REIT and its Subsidiaries for the Mortgaged Property commonly known as 000 Xxxxxxxx Xxxxxx which may be developed by the Borrower, no "ground up" development shall be performed by the Borrower, Property Owner, Manager or Memberpreceding four fiscal quarters (excluding such units under development). For purposes of this Section 8.96.11, the term "development" shall include the new construction of an office building apartment complex or office parkthe substantial renovation of improvements to real property, but shall not include Capital Improvement Projects the addition of amenities or other related facilities to existing Real Estate which is already used principally for commercial office purposesmultifamily housing. A project shall be considered to be under development until final certificates of occupancy or the equivalent have been issued for the entire project and the project is 80% occupied and such project has had a positive Net Income for at least one (1) month. Without limiting the generality of the foregoing, the Borrower Wellsford REIT acknowledges that for the purposes of this Reimbursement Agreement, (ai) any interest by the Borrower either Account Party or any Subsidiary thereof in a property which is proposed to be developed, or any other agreement or arrangement by such party to purchase a property or any interest therein pursuant to which the borrower either Account Party or any Subsidiary thereof has the right to approve site plans or other plans and specifications or pursuant to which such parties' party's obligations are conditioned upon the achievement of certain leasing initial lease-up levels, or (bii) any agreement by the Borrower either Account Party or any Subsidiary thereof which obligates such party to contribute or otherwise advance funds in connection with or upon completion of the development of a property, or (ciii) any acquisition of agreement by either Account Party or any Subsidiary thereof to acquire a property to be used principally for multifamily housing or any interest therein which is proposed to be developed or which is under development and initial lease-up at the time such agreement is entered into, shall be considered a "development" for the purposes of this Section 86.11; provided, however, that nothing in this Section 6.11 shall prohibit Wellsford REIT or any Subsidiary from entering into an agreement to acquire Real Estate at a time when such Real Estate has been developed and initially leased by another Person.