Joint Venture Investments. For purposes of calculating the financial covenants in Section 7.2 (including the definitions used therein), (a) NOI, Adjusted NOI, Annualized Modified Adjusted NOI, Property Value and Interest Expense shall be calculated, to the extent applicable, to include the pro-rata share (as determined by their respective percentage interests in the profits and losses of such joint venture) of results attributable to the Borrowers and their Subsidiaries from joint ventures and (b) Indebtedness and Funded Debt shall be calculated as follows: (i) if the Indebtedness of a joint venture is recourse to such Borrower (or Subsidiary), then the amount of such Indebtedness or Funded Debt that is recourse to such Borrower (or Subsidiary), without duplication, and (ii) if the Indebtedness of such joint venture is not recourse to such Borrower (or Subsidiary), then such Borrower’s (or Subsidiary’s) pro-rata share of such Indebtedness or Funded Debt as determined by its percentage interest in the profits and losses of such joint venture. For purposes of this Section 1.4, Indebtedness of a joint venture that is recourse to a Borrower or one of its Subsidiaries solely as a result of such Borrower (or Subsidiary) being a partner or member in such joint venture shall be treated as not recourse to such Borrower (or Subsidiary) as long as the only assets owned by such Borrower (or Subsidiary) are its equity interest in such joint venture and any contributed capital held to fund such equity interest.
Joint Venture Investments. (i) [Reserved];
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Joint Venture Investments. Each of the joint venture investments of each Borrower and its Subsidiaries on the Closing Date are listed on Exhibit 7.1.33 hereto. All of such joint ventures are being wound down. None of such joint ventures has any material assets, operations or liabilities, contingent or otherwise. Neither any Borrower nor any Subsidiary has any ongoing funding obligations (contingent or otherwise) in respect of any such joint venture.
Joint Venture Investments. The Partnership shall not make investments in the limited partner interests of any other program, or enter into any joint venture or partnership which owns a particular Mortgage except with a partnership sponsored by the General Partners or their Affiliates, with DRG or an Affiliate of DRG, or with any other Person deemed suitable by the General Partners. The Partnership may enter into a joint venture or partnership with an unaffiliated Joint Venture Partner only if the Partnership acquires a controlling interest in any such partnership or venture, unless such partnership or joint venture is with another partnership sponsored by the General Partners or their Affiliates as described below. For purposes hereof, the Partnership shall be deemed to have a "controlling interest" in such partnership or venture if the Partnership holds an interest of not less than 50% in the capital and profits of the venture and the joint venture agreement or related documents grants to the Partnership the joint right to make or participate in basic management decisions concerning the sale, leasing, refinancing or other realization of the Mortgage. The Partnership may not enter into a joint venture or partnership with any other partnership sponsored by the General Partners or their Affiliates unless (i) the Joint Venture Partner shares similar investment objectives and management compensation provisions to those of the Partnership; and (ii) the A-10 investments by the Partnership and such affiliated partnership are on substantially the same terms and conditions. If the Joint Venture Partner is an Affiliate of the Partnership, in the event of a proposed sale of the Mortgage held by the joint venture initiated by either joint venture partner, the Partnership must have a right of first refusal to purchase the other party's interest. The General Partners, in their capacity as managers of the Partnership, shall not do, or cause a joint venture to do, any act which would not be permitted hereunder if title to the Mortgage held by such joint venture were held directly by the Partnership, and no joint venture shall be entered into by the Partnership which involves the payment of duplicative property management and other fees or which would have the effect of circumventing any of the restrictions on and prohibitions of transactions involving conflicts of interest contained herein. The General Partners may permit one or more Joint Venture Partners to acquire or retain an equity interest in...
Joint Venture Investments. (j) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to Holdings (or such direct or indirect parent) in accordance with Section 7.06(f) or (g);
Joint Venture Investments. (h) Debt consisting of the Plan Note;
Joint Venture Investments. With respect to any ownership of a Property by a Credit Party or one of its Subsidiaries through a joint venture (a) NOI, Adjusted NOI, Annualized Adjusted NOI, Annualized Capitalized Adjusted NOI, Annualized Modified Adjusted NOI and Annualized Capitalized Modified Adjusted NOI shall be calculated in accordance with such Credit Party's (or Subsidiary's) ownership interest in the net cash flow of such joint venture and (b) Indebtedness and Funded Debt shall be calculated as follows: (i) if the Indebtedness of such joint venture is recourse to such Credit Party (or Subsidiary), then the amount of such Indebtedness or Funded Debt that is recourse to such Credit Party (or Subsidiary), and (ii) if the Indebtedness of such joint venture is not recourse to such Credit Party (or Subsidiary), then such Credit Party's (or Subsidiary's) pro rata interest in such Indebtedness or Funded Debt.
Joint Venture Investments. (h) unsecured Debt under Hedge Agreements entered into in the ordinary course of business and not for speculative purposes; and
Joint Venture Investments. With respect to any ownership of a Property by a member of the Consolidated Group through an entity that is not wholly-owned, directly or indirectly by the Borrower, (a) Actual Debt Service, Adjusted EBITDA, Consolidated Interest Expense, Consolidated Net Income, NOI and Total Assets shall be calculated in accordance with such member of the Consolidated Group's ownership interest in such Person and (b) Indebtedness shall be calculated as follows: (i) if the Indebtedness of such Person is recourse to such member of the Consolidated Group, then the amount of such Indebtedness that is recourse to such member of the Consolidated Group, and (ii) if the Indebtedness of such Person is not recourse to such member of the Consolidated Group, then such member of the Consolidated Group's pro rata interest in such Indebtedness.
