Common use of Investments, Loans, Advances and Acquisitions Clause in Contracts

Investments, Loans, Advances and Acquisitions. The Issuer will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Permitted Investments; (b) Real Property operated as collegiate housing communities; (c) investments in Unconsolidated Affiliates; (d) undeveloped land; (e) investments not related to the ownership, development, operation and management of collegiate housing communities; (f) investments in notes secured by Real Property not to exceed 15% of Total Asset Value; (g) Assets Under Development; and (h) mergers, consolidations and other transactions permitted under Section 10.2, so long as same do not cause the Issuer to be in violation of any provision of this Section 10.5. In addition to the foregoing, the aggregate value of the investments described in clauses (c), (d), (e), (f) and (g), above shall not exceed 35% of Total Asset Value after giving effect to such investments. The failure to comply with the provisions of this paragraph shall not constitute a Default or an Event of Default, but shall instead result in a reduction of Total Asset Value by the incremental amounts in excess of such maximum amounts. The investments described above may be purchased or acquired, directly or indirectly, through partnerships, joint ventures, or otherwise. The calculations in this Section 10.5 will be made without duplication if an investment is within more than one category described in this Section 10.5.

Investments, Loans, Advances and Acquisitions. The Issuer Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-wholly owned Subsidiary prior to such merger) any capital stockEquity Interests, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Permitted Investments; (b) Real Property operated primarily as collegiate housing communitiesparking properties or properties intended to be developed or redeveloped into parking properties within 24 months; (c) Real Property other than parking properties or properties intended to be developed or redeveloped into parking properties within 24 months so long as the aggregate amount of such investments described in Unconsolidated Affiliatesthis clause (c) does not exceed five percent (5%) of the Total Asset Value after giving effect to such investments; (d) undeveloped landmortgage notes receivable secured by parking properties, so long as the aggregate Value of such notes does not exceed five percent (5%) of Total Asset Value, after giving effect to such investments; (e) investments in non-wholly owned direct and indirect subsidiaries so long as the aggregate amount of such investments described in this clause (e) does not related to exceed ten percent (10%) of the ownership, development, operation and management of collegiate housing communities; (f) investments in notes secured by Real Property not to exceed 15% of Total Asset Value; (g) Assets Under DevelopmentValue after giving effect to such investments; and (hf) mergers, consolidations and other transactions permitted under Section 10.26.02, so long as same do not cause the Issuer Borrower to be in violation of any provision of this Section 10.5. In addition to the foregoing, 6.03. (g) Provided (i) the aggregate total value of the investments Investments described in clauses subsections (c), (d), ) through (e), (f) and (g), above shall will not exceed 35% ten percent (10%) of Total Asset Value after giving effect to such investments. The failure to comply with on a consolidated basis, and (ii) any violation of the provisions of this paragraph foregoing limitations shall not constitute a Default or an Event of Default, Default but shall instead result in a reduction the exclusion of the excess value of any Investment in excess of any of the foregoing limitations from the calculation of Total Asset Value by the incremental amounts in excess of such maximum amounts. The investments described above may be purchased or acquired, directly or indirectly, through partnerships, joint ventures, or otherwise. The calculations in this Section 10.5 will be made without duplication if an investment is within more than one category described in this Section 10.5Value.

Investments, Loans, Advances and Acquisitions. The Issuer Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Permitted Investments; (b) Real Property operated as collegiate student housing communities; (c) investments in Unconsolidated AffiliatesAffiliates so long as the aggregate amount of such investments described in this clause (c) does not exceed fifteen percent (15%) of the Total Asset Value after giving effect to such investments; (d) undeveloped land, so long as the aggregate Historical Value of such land does not exceed ten percent (10%) of Total Asset Value, after giving effect to such investments; (e) investments not related to the ownership, development, operation and management of collegiate student housing communities, so long as the value of same, determined in accordance with this Agreement, do not exceed ten percent (10%) of Total Asset Value, after giving effect to such investments; (f) investments in notes secured by Real Property not to exceed 15% of Total Asset Value; (g) Assets Under Development, so long as the aggregate Historical Value thereof does not exceed twenty percent (20%) of the Total Asset Value after giving effect to such investments; and (hg) mergers, consolidations and other transactions permitted under Section 10.26.03, so long as same do not cause the Issuer Borrower to be in violation of any provision of this Section 10.56.04. In addition to the foregoing, the aggregate value of the investments described in clauses (c), (d), (e), (f) and (gf), above shall not exceed 35% twenty five percent (25%) of Total Asset Value after giving effect to such investments. The failure to comply with the provisions of this paragraph shall not constitute a Default or an Event of Default, but shall instead result in a reduction of Total Asset Value by the incremental amounts in excess of such maximum amounts. The investments described above may be purchased or acquired, directly or indirectly, through partnerships, joint ventures, or otherwise. The calculations in this Section 10.5 will be made without duplication if an investment is within more than one category described in this Section 10.5Section.

Investments, Loans, Advances and Acquisitions. The Issuer Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Permitted Investments; (b) Real Property operated as collegiate housing communitiesoffice and industrial properties or such other uses as may be approved in writing by the Administrative Agent; (c) investments in Unconsolidated Affiliatesundeveloped land, so long as the aggregate Value of such land does not exceed five percent (5%) of Total Asset Value, after giving effect to such investments; (d) undeveloped landPre-leased Assets Under Development, so long as the aggregate Value thereof does not exceed twenty percent (20%) of the Total Asset Value after giving effect to such investments; (e) investments Leased Assets Under Renovation, so long as the aggregate Value thereof does not related exceed ten percent (10%) of the Total Asset Value after giving effect to the ownership, development, operation and management of collegiate housing communitiessuch investments; (f) investments in notes secured by Real Property Unconsolidated Affiliates so long as the aggregate amount of such investments described in this clause (e) does not to exceed 15% ten percent (10%) of the Total Asset ValueValue after giving effect to such investments; (g) Assets Under Development; and investments in mortgage notes receivable not exceeding fifteen percent (h15%) mergers, consolidations and other transactions permitted under Section 10.2, so long as same do not cause the Issuer to be in violation of any provision of this Section 10.5. In addition to the foregoing, the aggregate value of the investments described in clauses (c), (d), (e), (f) and (g), above shall not exceed 35% of Total Asset Value after giving effect to such investments. The failure to comply with the provisions of this paragraph shall not constitute a Default or an Event of Default, but shall instead result in a reduction of Total Asset Value by the incremental amounts in excess of such maximum amounts. The investments described above may be purchased or acquired, directly or indirectly, through partnerships, joint ventures, or otherwise. The calculations in this Section 10.5 will be made without duplication if an investment is within more than one category described in this Section 10.5.;

Investments, Loans, Advances and Acquisitions. The Issuer Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Permitted Investments; (b) Real Property operated as collegiate housing communitiesoffice and industrial properties or such other uses as may be approved in writing by the Administrative Agent; (c) investments in Unconsolidated Affiliatesundeveloped land, so long as the aggregate Value of such land does not exceed five percent (5%) of Total Asset Value, after giving effect to such investments; (d) undeveloped land;Pre-leased Assets Under Development, so long as the aggregate Value thereof does not exceed twenty percent (20%) of the Total Asset Value after giving effect to such investments; and (e) investments in Unconsolidated Affiliates so long as the aggregate amount of such investments described in this clause (e) does not related exceed ten percent (10%) of the Total Asset Value after giving effect to the ownership, development, operation and management of collegiate housing communitiessuch investments; (f) investments in mortgage notes secured by Real Property receivable not to exceed 15% of Total Asset Value; (g) Assets Under Development; and (h) mergers, consolidations and other transactions permitted under Section 10.2, so long as same do not cause the Issuer to be in violation of any provision of this Section 10.5. In addition to the foregoing, the aggregate value of the investments described in clauses (c), (d), (e), (f) and (g), above shall not exceed 35exceeding 5% of Total Asset Value after giving effect to such investments. The failure ; (g) mergers, consolidations and other transactions permitted under Section 6.02, so long as same do not cause the Borrower to comply with the provisions be in violation of any provision of this paragraph shall Section 6.03. Provided (i) the aggregate total value of Investments described in subsections (c) through (f) will not constitute a Default or an Event of Default, but shall instead result in a reduction exceed twenty-five percent (25%) of Total Asset Value by on a consolidated basis, and (ii) any violation of the incremental amounts foregoing limitations shall not constitute an Event of Default but shall result in the exclusion of the excess value of any Investment in excess of such maximum amounts. The investments described above may be purchased or acquired, directly or indirectly, through partnerships, joint ventures, or otherwise. The calculations in this Section 10.5 will be made without duplication if an investment is within more than one category described in this Section 10.5any of the foregoing limitations from the calculation of Total Asset Value.

Investments, Loans, Advances and Acquisitions. The Issuer Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Permitted Investments; (b) Real Property operated as collegiate housing communities; (c) investments in Unconsolidated AffiliatesAffiliates so long as the aggregate amount of such investments described in this clause (c) does not exceed fifteen percent (15%) of the Total Asset Value after giving effect to such investments; (d) undeveloped land, so long as the aggregate Historical Value of such land does not exceed ten percent (10%) of Total Asset Value, after giving effect to such investments; (e) investments not related to the ownership, development, operation and management of collegiate housing communities, so long as the value of same, determined in accordance with this Agreement, do not exceed ten percent (10%) of Total Asset Value, after giving effect to such investments; (f) investments in notes secured by Real Property not to exceed 15% of Total Asset Value; (g) Assets Under Development, so long as the aggregate Historical Value thereof does not exceed twenty percent (20%) of the Total Asset Value after giving effect to such investments; and (hg) mergers, consolidations and other transactions permitted under Section 10.26.03, so long as same do not cause the Issuer Borrower to be in violation of any provision of this Section 10.56.04. In addition to the foregoing, (i) the aggregate value of the investments described in clauses (c), (d), (e), (f) and (gf), above shall not exceed 35% thirty percent (30%) of Total Asset Value after giving effect to such investments. The , and (ii) the failure to comply with any of the provisions of this paragraph maximum amounts set forth in in clauses (c), (d), (e) and (f), above shall not constitute a Default or an Event of Default, but shall instead result in a reduction of Total Asset Value by the incremental amounts in excess of such maximum amounts. The investments described above may be purchased or acquired, directly or indirectly, through partnerships, joint ventures, or otherwise. The calculations in this Section 10.5 will be made without duplication if an investment is within more than one category described in this Section 10.5Section.

Investments, Loans, Advances and Acquisitions. The Issuer Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Permitted Investments; (b) Real Property operated as collegiate housing communitiesoffice, industrial, warehouse, distribution or educational properties or such other uses as may be approved in writing by the Lenders; (c) investments in Unconsolidated Affiliatesundeveloped land, so long as the aggregate Value of such land does not exceed five percent (5%) of Total Asset Value, after giving effect to such investments; (d) undeveloped land;Assets Under Development, so long as the aggregate Value thereof does not exceed fifteen percent (15%) of the Total Asset Value after giving effect to such investments; and (e) investments in Unconsolidated Affiliates so long as the aggregate amount of such investments described in this clause (e) does not related exceed fifteen percent (15%) of the Total Asset Value after giving effect to the ownership, development, operation and management of collegiate housing communitiessuch investments; (f) investments in mortgage notes secured by Real Property receivable not to exceed 15% of Total Asset Value; (g) Assets Under Development; and (h) mergers, consolidations and other transactions permitted under Section 10.2, so long as same do not cause the Issuer to be in violation of any provision of this Section 10.5. In addition to the foregoing, the aggregate value of the investments described in clauses (c), (d), (e), (f) and (g), above shall not exceed 35exceeding 5% of Total Asset Value after giving effect to such investments. The failure ; (g) mergers, consolidations and other transactions permitted under Section 6.02, so long as same do not cause the Borrower to comply with the provisions be in violation of any provision of this paragraph shall Section 6.03. Provided the aggregate total value of Investments described in subsections (c) through (f) will not constitute a Default or an Event of Default, but shall instead result in a reduction exceed twenty-five percent (25%) of Total Asset Value by the incremental amounts in excess of such maximum amounts. The investments described above may be purchased or acquired, directly or indirectly, through partnerships, joint ventures, or otherwise. The calculations in this Section 10.5 will be made without duplication if an investment is within more than one category described in this Section 10.5on a consolidated basis.

Investments, Loans, Advances and Acquisitions. The Issuer Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Permitted Investments; (b) Real Property operated as collegiate housing communities; (c) investments in Unconsolidated Affiliates; (d) undeveloped land; (e) investments not related to the ownership, development, operation and management of collegiate housing communities; (f) investments in notes secured by Real Property not to exceed fifteen percent (15% %) of Total Asset Value; (g) Assets Under Development; and (h) mergers, consolidations and other transactions permitted under Section 10.26.03, so long as same do not cause the Issuer Borrower to be in violation of any provision of this Section 10.56.04. In addition to the foregoing, the aggregate value of the investments described in clauses (c), (d), (e), (f) and (g), above shall not exceed thirty-five percent (35% %) of Total Asset Value after giving effect to such investments. The failure to comply with the provisions of this paragraph shall not constitute a Default or an Event of Default, but shall instead result in a reduction of Total Asset Value by the incremental amounts in excess of such maximum amounts. The investments described above may be purchased or acquired, directly or indirectly, through partnerships, joint ventures, or otherwise. The calculations in this Section 10.5 will be made without duplication if an investment is within more than one category described in this Section 10.5Section.

Investments, Loans, Advances and Acquisitions. The Issuer Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Permitted Investments; (b) Real Property operated as collegiate housing communitiesoffice, industrial, warehouse, distribution or educational properties or such other uses as may be approved in writing by the Lenders; (c) investments in Unconsolidated Affiliatesundeveloped land, so long as the aggregate Value of such land does not exceed five percent (5%) of Total Asset Value, after giving effect to such investments; (d) undeveloped land;Assets Under Development, so long as the aggregate Value thereof does not exceed fifteen percent (15%) of the Total Asset Value after giving effect to such investments; and (e) investments in Unconsolidated Affiliates so long as the aggregate amount of such investments described in this clause (e) does not related exceed ten percent (10%) of the Total Asset Value after giving effect to the ownership, development, operation and management of collegiate housing communitiessuch investments; (f) investments in mortgage notes secured by Real Property receivable not to exceed 15% of Total Asset Value; (g) Assets Under Development; and (h) mergers, consolidations and other transactions permitted under Section 10.2, so long as same do not cause the Issuer to be in violation of any provision of this Section 10.5. In addition to the foregoing, the aggregate value of the investments described in clauses (c), (d), (e), (f) and (g), above shall not exceed 35exceeding 5% of Total Asset Value after giving effect to such investments. The failure ; (g) mergers, consolidations and other transactions permitted under Section 6.02, so long as same do not cause the Borrower to comply with the provisions be in violation of any provision of this paragraph shall Section 6.03. Provided the aggregate total value of Investments described in subsections (c) through (f) will not constitute a Default or an Event of Default, but shall instead result in a reduction exceed twenty percent (20%) of Total Asset Value by the incremental amounts in excess of such maximum amounts. The investments described above may be purchased or acquired, directly or indirectly, through partnerships, joint ventures, or otherwise. The calculations in this Section 10.5 will be made without duplication if an investment is within more than one category described in this Section 10.5on a consolidated basis.