Common use of Fund Indebtedness Clause in Contracts

Fund Indebtedness. (a) The Managing General Partner shall have the right, at its option, to cause any Fund Entity other than the Partnership to incur or assume Indebtedness from any Person to finance Investments made, directly or indirectly, and to pledge or otherwise encumber assets of any such Fund Entity to secure any such Indebtedness, subject to the following: (i) Following repayment of the NY Trust Mezzanine Loan, the Partnership shall not consent to NY Trust and its subsidiaries incurring any Indebtedness in excess of 55% of the Current Market Value of the Investments held by NY Trust at the time any such Indebtedness is incurred, and, the Partnership will not consent to NY Trust II and its subsidiaries incurring any Indebtedness in excess of 55% of the Current Market Value of 600 Lexington at the time any such Indebtedness is incurred. (ii) The Fund shall not incur any Indebtedness other than the Indebtedness permitted under clause (i) of this Section 3.6(a) unless, after giving effect to such incurrence, (A) the aggregate amount of such other Indebtedness is not more than 50% of the Current Market Value of all Investments other than the Initial Asset Group at the time any such other Indebtedness is incurred (the “Aggregate Debt Limit”); and (B) the total amount of Indebtedness that is secured by any one Investment other than one of the Initial Asset Group shall not exceed 65% of the Current Market Value of such Investment at the time such Indebtedness is incurred (the “Single Asset Debt Limit”). (iii) Notwithstanding clause (ii)(A) of this Section 3.6(a), the Managing General Partner may cause the Partnership to consent to the Fund incurring Indebtedness in excess of the Aggregate Debt Limit, if the Managing General Partner determines that it is advisable to do so in connection with the acquisition by any Operating Company of a new Investment; provided that, at the time such excess Indebtedness is incurred, the Managing General Partner makes a reasonable determination that Fund Indebtedness will be within the Aggregate Debt Limit within one year after the incurrence of such excess Indebtedness. (b) In connection with the incurrence of Indebtedness by any Fund Entity, the Managing General Partner shall have the right, in its discretion, to pledge to the lender the right of the Managing General Partner to issue Capital Calls in respect of the Unfunded Commitments of the Partners, and to enforce the obligations of the Partners to make Capital Contributions in respect thereof, in accordance with the terms and conditions of this Agreement and the Subscription Agreements. Each Partner having an Unfunded Commitment shall, upon the written request of the Managing General Partner, for the benefit of one or more lenders or other Persons extending credit to the Partnership, (A) acknowledge its obligations pursuant to this Agreement and its Subscription Agreement to make Capital Contributions (which may, as determined by the Managing General Partner, include an acknowledgment that the Managing General Partner, or the lender on behalf of the Managing General Partner (in accordance with the agreements between such lender and the Partnership and/or the Managing General Partner), may call such Capital Contributions in accordance with this Agreement and such Partner’s Subscription Agreement to pay the outstanding obligations to such lenders without, except as expressly set forth in this Agreement, defense, counterclaim or offset of any kind); provided that the liability of the Partners to make Capital Contributions shall not be increased thereby and shall not result in the loss of a Partner’s limited liability status under this Agreement, and (B) execute such documents as may be reasonably required to create a security interest in such Partner’s obligations to make such Capital Contributions, which the Managing General Partner may perfect and assign for the benefit of a lender as determined by the Managing General Partner in its sole discretion. For purposes of determining whether the Fund’s Indebtedness is within the Aggregate Debt Limit, Indebtedness secured by a pledge of the Managing General Partner’s right to make Capital Calls in respect of the Partners’ Unfunded Commitments (or in respect of the unfunded commitments of any investor in any Fund Entity) shall not be treated as outstanding Indebtedness; provided that no assets of the Partnership are pledged to secure such Indebtedness other than the right of the Managing General Partner to issue Capital Calls in respect of the Unfunded Commitments of the Partners and to enforce the obligations of the Partners to make Capital Contributions in respect thereof.

Fund Indebtedness. (a) The Managing General Partner shall have the right, at its option, to cause any Fund Entity other than the Partnership to incur or assume Indebtedness from any Person to finance Investments made, directly or indirectly, and to pledge or otherwise encumber assets of any such Fund Entity to secure any such Indebtedness, subject to the following: (i) Following repayment of the NY Trust Mezzanine Loan, the Partnership shall not consent to NY Trust and its subsidiaries incurring any Indebtedness in excess of 55% of the Current Market Value of the Investments held by NY Trust at the time any such Indebtedness is incurred, and, the Partnership will not consent to NY Trust II and its subsidiaries incurring any Indebtedness in excess of 55% of the Current Market Value of 600 Lexington at the time any such Indebtedness is incurred. (ii) The Fund shall not incur any Indebtedness other than the Indebtedness permitted under clause (i) of this Section 3.6(a) unless, after giving effect to such incurrence, (A) the aggregate amount of such other Indebtedness is not more than 50% of the Current Market Value of all Investments other than the Initial Asset Group at the time any such other Indebtedness is incurred (the “"Aggregate Debt Limit”"); and (B) the total amount of Indebtedness that is secured by any one Investment other than one of the Initial Asset Group shall not exceed 65% of the Current Market Value of such Investment at the time such Indebtedness is incurred (the “"Single Asset Debt Limit”"). (iii) Notwithstanding clause (ii)(A) of this Section 3.6(a), the Managing General Partner may cause the Partnership to consent to the Fund incurring Indebtedness in excess of the Aggregate Debt Limit, if the Managing General Partner determines that it is advisable to do so in connection with the acquisition by any Operating Company of a new Investment; provided that, at the time such excess Indebtedness is incurred, the Managing General Partner makes a reasonable determination that Fund Indebtedness will be within the Aggregate Debt Limit within one year after the incurrence of such excess Indebtedness. (b) In connection with the incurrence of Indebtedness by any Fund Entity, the Managing General Partner shall have the right, in its discretion, to pledge to the lender the right of the Managing General Partner to issue Capital Calls in respect of the Unfunded Commitments of the Partners, and to enforce the obligations of the Partners to make Capital Contributions in respect thereof, in accordance with the terms and conditions of this Agreement and the Subscription Agreements. Each Partner having an Unfunded Commitment shall, upon the written request of the Managing General Partner, for the benefit of one or more lenders or other Persons extending credit to the Partnership, (A) acknowledge its obligations pursuant to this Agreement and its Subscription Agreement to make Capital Contributions (which may, as determined by the Managing General Partner, include an acknowledgment that the Managing General Partner, or the lender on behalf of the Managing General Partner (in accordance with the agreements between such lender and the Partnership and/or the Managing General Partner), may call such Capital Contributions in accordance with this Agreement and such Partner’s 's Subscription Agreement to pay the outstanding obligations to such lenders without, except as expressly set forth in this Agreement, defense, counterclaim or offset of any kind); provided that the liability of the Partners to make Capital Contributions shall not be increased thereby and shall not result in the loss of a Partner’s 's limited liability status under this Agreement, and (B) execute such documents as may be reasonably required to create a security interest in such Partner’s 's obligations to make such Capital Contributions, which the Managing General Partner may perfect and assign for the benefit of a lender as determined by the Managing General Partner in its sole discretion. For purposes of determining whether the Fund’s 's Indebtedness is within the Aggregate Debt Limit, Indebtedness secured by a pledge of the Managing General Partner’s 's right to make Capital Calls in respect of the Partners’ ' Unfunded Commitments (or in respect of the unfunded commitments of any investor in any Fund Entity) shall not be treated as outstanding Indebtedness; provided that no assets of the Partnership are pledged to secure such Indebtedness other than the right of the Managing General Partner to issue Capital Calls in respect of the Unfunded Commitments of the Partners and to enforce the obligations of the Partners to make Capital Contributions in respect thereof.

Fund Indebtedness. (a) The Managing General Partner shall have the right, at its option, to cause any Fund Entity other than the Partnership to incur or assume Indebtedness from any Person to finance Investments made, directly or indirectly, and to pledge or otherwise encumber assets of any such Fund Entity to secure any such Indebtedness, subject to the following: (ia) Following repayment of the NY Trust Mezzanine Loan, the The Partnership shall not consent to NY Trust and its subsidiaries incurring any Indebtedness in excess of 55% of the Current Market Value of the Investments held by NY Trust at the time any such Indebtedness is incurred, and, the Partnership will not consent to NY Trust II and its subsidiaries incurring any Indebtedness in excess of 55% of the Current Market Value of 600 Lexington at the time any such Indebtedness is incurred. (iib) The Fund shall not incur any Indebtedness other than the Indebtedness permitted under clause (i) of this Section 3.6(a) unless, after giving effect to such incurrence, (Ai) the aggregate amount of such other Indebtedness is not more than 50% of the Current Market Value of all Investments other than the Initial Asset Group at the time any such other Indebtedness is incurred (the “Aggregate Debt Limit”); and (Bii) the total amount of Indebtedness that is secured by any one Investment other than one of the Initial Asset Group shall not exceed 65% of the Current Market Value of such Investment at the time such Indebtedness is incurred (the “Single Asset Debt Limit”). (iiic) Notwithstanding clause (ii)(Aii) of this Section 3.6(a), the Managing General Partner may cause the Partnership to consent to the Fund incurring Indebtedness in excess of the Aggregate Debt Limit and/or the Single Asset Debt Limit, if the Managing General Partner determines that it is advisable to do so in connection with the acquisition by any Operating Company of a new Investment; so, provided that, at the time any such excess Indebtedness is incurred, the Managing General Partner makes a reasonable determination that Fund such excess Indebtedness will be within the Aggregate Debt Limit repaid within one year after the incurrence of such excess Indebtedness. (b) In connection with the incurrence of Indebtedness by any Fund Entity, the Managing General Partner shall have the right, in its discretion, to pledge to the lender the right of the Managing General Partner to issue Capital Calls in respect of the Unfunded Commitments of the Partners, and to enforce the obligations of the Partners to make Capital Contributions in respect thereof, in accordance with the terms and conditions of this Agreement and the Subscription Agreements. Each Partner having an Unfunded Commitment shall, upon the written request of the Managing General Partner, for the benefit of one or more lenders or other Persons extending credit to the Partnership, (A) acknowledge its obligations pursuant to this Agreement and its Subscription Agreement to make Capital Contributions (which may, as determined by the Managing General Partner, include an acknowledgment that the Managing General Partner, or the lender on behalf of the Managing General Partner (in accordance with the agreements between such lender and the Partnership and/or the Managing General Partner), may call such Capital Contributions in accordance with this Agreement and such Partner’s Subscription Agreement to pay the outstanding obligations to such lenders without, except as expressly set forth in this Agreement, defense, counterclaim or offset of any kind); provided that the liability of the Partners to make Capital Contributions shall not be increased thereby and shall not result in the loss of a Partner’s limited liability status under this Agreement, and (B) execute such documents as may be reasonably required to create a security interest in such Partner’s obligations to make such Capital Contributions, which the Managing General Partner may perfect and assign for the benefit of a lender as determined by the Managing General Partner in its sole discretion. For purposes of determining whether the Fund’s Indebtedness is within the Aggregate Debt Limit, Indebtedness secured by a pledge of the Managing General Partner’s right to make Capital Calls in respect of the Partners’ Unfunded Commitments (or in respect of the unfunded commitments of any investor in any Fund Entity) shall not be treated as outstanding Indebtedness; provided that no assets of the Partnership are pledged to secure such Indebtedness other than the right of the Managing General Partner to issue Capital Calls in respect of the Unfunded Commitments of the Partners and to enforce the obligations of the Partners to make Capital Contributions in respect thereof.

Fund Indebtedness. (a) The Managing General Partner shall have the right, at its option, to cause any Fund Entity other than the Partnership to incur or assume Indebtedness from any Person to finance Investments made, directly or indirectly, and to pledge or otherwise encumber assets of any such Fund Entity to secure any such Indebtedness, subject to the following: (i) Following repayment of the NY Trust Mezzanine Loan, and the re-payment of the Xxxxx Advances in accordance with Section 3.10, the Partnership shall not consent to NY Trust and its subsidiaries incurring any Indebtedness in excess of 55% of the Current Market Value of the Investments held by NY Trust at the time any such Indebtedness is incurred, and, if and when the Partnership organizes MT Trust to acquire Manhattan Tower, the Partnership will not consent to NY MT Trust II and its subsidiaries incurring any Indebtedness in excess of 55% of the Current Market Value of 600 Lexington Manhattan Tower at the time any such Indebtedness is incurred. (ii) The Fund shall not incur any Indebtedness other than the Indebtedness permitted under clause (i) of this Section 3.6(a) unless, after giving effect to such incurrence, (A) the aggregate amount of such other Indebtedness is not more than 50% of the Current Market Value of all Investments other than the Initial Asset Group at the time any such other Indebtedness is incurred (the “"Aggregate Debt Limit”"); and (B) the total amount of Indebtedness that is secured by any one Investment other than one of the Initial Asset Group shall not exceed 65% of the Current Market Value of such Investment at the time such Indebtedness is incurred (the “"Single Asset Debt Limit”"). (iii) Notwithstanding clause (ii)(A) of this Section 3.6(a), the Managing General Partner may cause the Partnership to consent to any Fund Entity other than the Fund Partnership, NY Trust or MT Trust incurring Indebtedness in excess of the Aggregate Debt Limit, if the Managing General Partner determines that it is advisable to do so in connection with the acquisition by any Operating Company of a new Investment; provided that, at the time such excess Indebtedness is incurred, the Managing General Partner makes a reasonable determination that Fund Indebtedness will be within the Aggregate Debt Limit within one year after the incurrence of such excess Indebtedness. (b) In connection with the incurrence of Indebtedness by any Fund Entity, the Managing General Partner shall have the right, in its discretion, to pledge to the lender the right of the Managing General Partner to issue Capital Calls in respect of the Unfunded Commitments of the Partners, and to enforce the obligations of the Limited Partners to make Capital Contributions in respect thereof, in accordance with the terms and conditions of this Agreement and the Subscription Agreements. Each Limited Partner having an Unfunded Commitment shall, upon the written request of the Managing General Partner, for the benefit of one or more lenders or other Persons extending credit to the Partnership, (A) acknowledge its obligations pursuant to this Agreement and its Subscription Agreement to make Capital Contributions (which may, as determined by the Managing General Partner, include an acknowledgment that the Managing General Partner, or the lender on behalf of the Managing General Partner (in accordance with the agreements between such lender and the Partnership and/or the Managing General Partner), may call such Capital Contributions in accordance with this Agreement and such Partner’s Subscription Agreement to pay the outstanding obligations to such lenders without, except as expressly set forth in this Agreement, defense, counterclaim or offset of any kind); provided that the liability of the Limited Partners to make Capital Contributions shall not be increased thereby and shall not result in the loss of a Limited Partner’s 's limited liability status under this Agreement, and (B) execute such documents as may be reasonably required to create a security interest in such Limited Partner’s 's obligations to make such Capital Contributions, which the Managing General Partner may perfect and assign for the benefit of a lender as determined by the Managing General Partner in its sole discretion. For purposes of determining whether the Fund’s Fund Indebtedness is within the Aggregate Debt Limit, Indebtedness secured by a pledge of the Managing General Partner’s 's right to make Capital Calls in respect of the Partners’ ' Unfunded Commitments (or in respect of the unfunded commitments of any investor in any Fund Entity) shall not be treated as outstanding Indebtedness; provided that no assets of the Partnership are pledged to secure such Indebtedness other than the right of the Managing General Partner to issue Capital Calls in respect of the Unfunded Commitments of the Partners and to enforce the obligations of the Limited Partners to make Capital Contributions in respect thereof.

Fund Indebtedness. (a) The Managing General Partner shall have the right, at its option, to cause any Fund Entity other than the Partnership to incur or assume Indebtedness from any Person to finance Investments made, directly or indirectly, and to pledge or otherwise encumber assets of any such Fund Entity to secure any such Indebtedness, subject to the following: (i) Following repayment of the NY Trust Mezzanine Loan, the The Partnership shall not consent to NY Trust and its subsidiaries incurring any Indebtedness in excess of 55% of the Current Market Value of the Investments held by NY Trust at the time any such Indebtedness is incurred, and, the Partnership will not consent to NY Trust II and its subsidiaries incurring any Indebtedness in excess of 55% of the Current Market Value of 600 Lexington at the time any such Indebtedness is incurred. (ii) The Fund shall not incur any Indebtedness other than the Indebtedness permitted under clause (i) of this Section 3.6(a) unless, after giving effect to such incurrence, (A) the aggregate amount of such other Indebtedness is not more than 50% of the Current Market Value of all Investments other than the Initial Asset Group at the time any such other Indebtedness is incurred (the “Aggregate Debt Limit”); and (B) the total amount of Indebtedness that is secured by any one Investment other than one of the Initial Asset Group shall not exceed 65% of the Current Market Value of such Investment at the time such Indebtedness is incurred (the “Single Asset Debt Limit”). (iii) Notwithstanding clause (ii)(Aii) of this Section 3.6(a), the Managing General Partner may cause the Partnership to consent to the Fund incurring Indebtedness in excess of the Aggregate Debt Limit and/or the Single Asset Debt Limit, if the Managing General Partner determines that it is advisable to do so in connection with the acquisition by any Operating Company of a new Investment; so, provided that, at the time any such excess Indebtedness is incurred, the Managing General Partner makes a reasonable determination that Fund such excess Indebtedness will be within the Aggregate Debt Limit repaid within one year after the incurrence of such excess Indebtedness. (b) In connection with the incurrence of Indebtedness by any Fund Entity, the Managing General Partner shall have the right, in its discretion, to pledge to the lender the right of the Managing General Partner to issue Capital Calls in respect of the Unfunded Commitments of the Partners, and to enforce the obligations of the Partners to make Capital Contributions in respect thereof, in accordance with the terms and conditions of this Agreement and the Subscription Agreements. Each Partner having an Unfunded Commitment shall, upon the written request of the Managing General Partner, for the benefit of one or more lenders or other Persons extending credit to the Partnership, (A) acknowledge its obligations pursuant to this Agreement and its Subscription Agreement to make Capital Contributions (which may, as determined by the Managing General Partner, include an acknowledgment that the Managing General Partner, or the lender on behalf of the Managing General Partner (in accordance with the agreements between such lender and the Partnership and/or the Managing General Partner), may call such Capital Contributions in accordance with this Agreement and such Partner’s Subscription Agreement to pay the outstanding obligations to such lenders without, except as expressly set forth in this Agreement, defense, counterclaim or offset of any kind); provided that the liability of the Partners to make Capital Contributions shall not be increased thereby and shall not result in the loss of a Partner’s limited liability status under this Agreement, and (B) execute such documents as may be reasonably required to create a security interest in such Partner’s obligations to make such Capital Contributions, which the Managing General Partner may perfect and assign for the benefit of a lender as determined by the Managing General Partner in its sole discretion. For purposes of determining whether the Fund’s Indebtedness is within the Aggregate Debt Limit, Indebtedness secured by a pledge of the Managing General Partner’s right to make Capital Calls in respect of the Partners’ Unfunded Commitments (or in respect of the unfunded commitments of any investor in any Fund Entity) shall not be treated as outstanding Indebtedness; provided that no assets of the Partnership are pledged to secure such Indebtedness other than the right of the Managing General Partner to issue Capital Calls in respect of the Unfunded Commitments of the Partners and to enforce the obligations of the Partners to make Capital Contributions in respect thereof.

Fund Indebtedness. (a) The Managing General Partner shall have the right, at its option, to cause any Fund Entity other than the Partnership to incur or assume Indebtedness from any Person to finance Investments made, directly or indirectly, and to pledge or otherwise encumber assets of any such Fund Entity to secure any such Indebtedness, subject to the following: (i) Following repayment of the NY Trust Mezzanine Loan, the The Partnership shall not consent to NY Trust and its subsidiaries incurring any Indebtedness in excess of 55% of the Current Market Value of the Investments held by NY Trust at the time any such Indebtedness is incurred, and, the Partnership will not consent to NY Trust II and its subsidiaries incurring any Indebtedness in excess of 55% of the Current Market Value of 600 Lexington at the time any such Indebtedness is incurred. (ii) The Fund shall not incur any Indebtedness other than the Indebtedness permitted under clause (i) of this Section 3.6(a) unless, after giving effect to such incurrence, (A) the aggregate amount of such other Indebtedness is not more than 50% of the Current Market Value of all Investments other than the Initial Asset Group at the time any such other Indebtedness is incurred (the “Aggregate Debt Limit”); and (B) the total amount of Indebtedness that is secured by any one Investment other than one of the Initial Asset Group shall not exceed 65% of the Current Market Value of such Investment at the time such Indebtedness is incurred (the “Single Asset Debt Limit”). (iii) Notwithstanding clause (ii)(Aii) of this Section 3.6(a), the Managing General Partner may cause the Partnership to consent to the Fund incurring Indebtedness in excess of the Aggregate Debt Limit and/or the Single Asset Debt Limit, if the Managing General Partner determines that it is advisable to do so in connection with the acquisition by any Operating Company of a new Investment; so, provided that, at the time any such excess Indebtedness is incurred, the Managing General Partner makes a reasonable determination that Fund such excess Indebtedness will be within the Aggregate Debt Limit repaid within one year after the incurrence of such excess Indebtedness. (b) In connection with the incurrence of Indebtedness by any Fund Entity, the Managing General Partner shall have the right, in its discretion, to pledge to the lender the right of the Managing General Partner to issue Capital Calls in respect of the Unfunded Commitments of the Partners, and to enforce the obligations of the Partners to make Capital Contributions in respect thereof, in accordance with the terms and conditions of this Agreement and the Subscription Agreements. Each Partner having an Unfunded Commitment shall, upon the written request of the Managing General Partner, for the benefit of one or more lenders or other Persons extending credit to the Partnership, (A) acknowledge its obligations pursuant to this Agreement and its Subscription Agreement to make Capital Contributions (which may, as determined by the Managing General Partner, include an acknowledgment that the Managing General Partner, or the lender on behalf of the Managing General Partner (in accordance with the agreements between such lender and the Partnership and/or the Managing General Partner), may call such Capital Contributions in accordance with this Agreement and such Partner’s Subscription Agreement to pay the outstanding obligations to such lenders without, except as expressly set forth in this Agreement, defense, counterclaim or offset of any kind); provided that the liability of the Partners to make Capital Contributions shall not be increased thereby and shall not result in the loss of a Partner’s limited liability status under this Agreement, and (B) execute such documents as may be reasonably required to create a security interest in such Partner’s obligations to make such Capital Contributions, which the Managing General Partner may perfect and assign for the benefit of a lender as determined by the Managing General Partner in its sole discretion. For purposes of determining whether the Fund’s Indebtedness is within the Aggregate Debt Limit, Indebtedness secured by a pledge of the Managing General Partner’s right to make Capital Calls in respect of the Partners’ Unfunded Commitments (or in respect of the unfunded commitments of any investor in any Fund Entity) shall not be treated as outstanding Indebtedness; provided that no assets of the Partnership are pledged to secure such Indebtedness other than the right of the Managing General Partner to issue Capital Calls in respect of the Unfunded Commitments of the Partners and to enforce the obligations of the Partners to make Capital Contributions in respect thereof.