Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments of the Parent, the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Value: (i) unimproved real estate; (ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates); (iii) Mortgages in favor of the Parent, the Borrower, any other Loan Party or any Subsidiary; (iv) Subsidiaries that are not Wholly Owned Subsidiaries; and (v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.
Appears in 4 contracts
Samples: Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Corp)
Permitted Investments. The Parent and Make or permit to exist loans or advances to, or deposits (except commercial bank deposits in the Borrower shall notordinary course of business) with, and shall not permit any Loan Party other Persons or acquire stock or other Subsidiary to, securities or make an Investment contributions to or investments in any Person or otherwise own the following items which would cause the aggregate value of Investments enterprise (each of the Parentforegoing are “Investment” and, the Borrowercollectively, “Investments”) other than any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Valuefollowing:
(i) unimproved real estateintercompany Financial Debt extended to any Subsidiary of the Borrower or to any VIE to the extent permitted under the IFC Financing Documents;
(ii) Common stockaccounts receivable held by the Borrower, Preferred Stockthe Co-Borrowers, other capital stock, beneficial interest and any of their respective Subsidiaries created in trust, membership interest the ordinary course of business and payable in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates)accordance with customary trade terms;
(iii) Mortgages in favor investments of the Parent, the Borrower, any other Loan Party the Co-Borrowers and their respective Subsidiaries existing at or any Subsidiarybefore the Effective Date;
(iv) cash or cash equivalents;
(v) investments acquired in connection with the bankruptcy of suppliers and customers and in the good faith settlement of delinquent obligations in the ordinary course of business;
(vi) to officers and employees in the ordinary course of business for moving, relocation, travel and similar expenditures;
(vii) Derivative Transactions only to the extent otherwise permitted under the IFC Financing Documents;
(viii) non-cash consideration acquired in connection with any asset sale to the extent permitted under Section 5.02(s)(q) (Asset Sales) below;
(ix) prepayment of expenses to suppliers in the ordinary course of business;
(x) the Borrower, the Co-Borrowers and any of their respective Subsidiaries may make capital contributions to any Subsidiary of the Borrower, provided that are not Wholly Owned Subsidiariesno Event of Default or Potential Event of Default has occurred and is continuing, any security interest granted to the Lenders in any assets shall be maintained, and such Subsidiary remains a Subsidiary; and
(vxi) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of Permitted Acquisitions so long as:
(A) no Event of Default or Potential Event of Default shall have occurred at the Parent’s, the Borrower’stime of, or after giving effect to, such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and Permitted Acquisition;
(B) the amount of Borrower has received consent from the Construction Budget for such Development Property or Required Lenders;
(2C) all representations and warranties contained in the IFC Financing Documents are true and correct; and
(D) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness shall have given 10 days’ prior written notice of such Unconsolidated AffiliatePermitted Acquisition, shall be used in calculating such investment limitation.together with a certificate from its chief financial officer containing the relevant calculations and certifying compliance with the foregoing;
Appears in 2 contracts
Samples: Loan Agreement (China Education Investment Holding), Loan Agreement (Baring Asia Private Equity Fund v Co-Investment L.P.)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in the following items such Persons to exceed 3020% of the Parent’s Gross Asset Value:
(i) the aggregate value calculated on the basis of the lower of cost or market of all unimproved real estate;estate (which shall not include (x) any Development Property or (y) unimproved real estate for which development is planned within the following 18 months), plus
(ii) Common the aggregate value calculated on the basis of the lower of cost or market of common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies Stock and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);, plus
(iii) Mortgages the aggregate book value of Indebtedness secured by mortgages in favor of the Parent, the Borrower, any other Loan Party Borrower or any Subsidiary;, plus
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
the aggregate value of Investments in Unconsolidated Affiliates (v) Unconsolidated Affiliates. For for purposes of this clause (viv), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in equal (1) with respect to any of such Unconsolidated Affiliate’s Properties under construction, the manner set forth in subsection (f) Borrower’s Ownership Share of the definition book value of “Gross Asset Value”. In addition Construction in Process (including the book value for the portion of the land owned by such Unconsolidated Affiliate related to such Construction in Process) for such Property as of the foregoingdate of determination and (2) with respect to any of such Unconsolidated Affiliate’s Properties which have been completed, the Borrower’s Ownership Share of Capitalized EBITDA of such Unconsolidated Affiliate attributable to such Properties), plus
(v) the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties and Major Redevelopment Properties in which the Parent Borrower either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If (if a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, ’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationInvestment).
Appears in 2 contracts
Samples: Credit Agreement (Washington Real Estate Investment Trust), Term Loan Agreement (Washington Real Estate Investment Trust)
Permitted Investments. (i) The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an any Investment in or otherwise own the following items which would cause the aggregate value of such holdings of the Borrower and such other Subsidiaries to exceed 20.0% of Gross Asset Value at any time (or in the case of promissory notes and marketable securities described in subsection (D) below to exceed 10.0% of Gross Asset Value at any time):
(A) Development Properties valued at book value, Condominium Properties valued at their Condominium Property Value, and Renovation Properties valued at their Renovation Property Value;
(B) Properties that are developed but that are not Multifamily Properties, with value based on the lower of cost or market price determined in accordance with GAAP;
(C) raw land, valued at current book value;
(D) promissory notes, including any secured by a Mortgage, payable solely to any member of the Consolidated Group and the obligors of which are not Affiliates of the Borrower, and all marketable securities, with value based on the lower of cost or market price determined in accordance with GAAP; and
(E) Investments in Multifamily REIT Preferred Interests; provided, however, such Investments must be acquired or otherwise made in connection with the acquisition of a portfolio of Multifamily Properties or a series of Multifamily Properties. Solely for purposes of this subsection (e), a Development Property on which construction has been substantially completed will no longer be considered to be a Development Property.
(ii) The Borrower shall not, and shall not permit any Subsidiary to, make any Investment in Unconsolidated Affiliates and other Persons that, in each case, are not Subsidiaries which would cause the aggregate value (with the value thereof determined in a manner consistent with the definition of Gross Asset Value or, if not contemplated under the definition of Gross Asset Value, as determined in accordance with GAAP) of such Investments of the Parent, Borrower and such other Subsidiaries to exceed 20.0% of Gross Asset Value at any time.
1.6 The Loan Agreement is amended by deleting Section 9.4(a) in its entirety and replacing it with the Borrower, following:
(a) any of the actions described in the immediately preceding clauses (i) through (iii) may be taken with respect to any Subsidiary or any other Loan Party (other than the Borrower) so long as immediately prior to the taking of such action, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would exist; notwithstanding the foregoing, a Loan Party (other Subsidiary in than the following items Borrower or an Operating Partnership) may enter into a transaction of merger pursuant to exceed 30% which such Loan Party is not the survivor of the Parent’s Gross Asset Value:
such merger only if (i) unimproved real estate;
the Borrower shall have given the Agent and the Lenders at least ten (10) Business Days’ prior written notice of such merger, such notice to include a certification to the effect that immediately after and after giving effect to such action, no Default or Event of Default is or would be in existence; provided that if the survivor of such merger is (or is to become) a Loan Party, then such notice and certification may be given within five (5) Business Days after the consummation of such merger; (ii) Common stockif the survivor entity is a Person that is required to become a Guarantor pursuant to Section 7.12, Preferred Stock, other capital stock, beneficial interest the Borrower complies with the requirements of Section 7.12 within the time period provided in trust, membership interest in limited liability companies such Section; and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor of the Parent, the Borrower, any other such Loan Party or any Subsidiaryand the survivor entity each takes such other action and delivers such other documents, instruments, opinions and agreements as the Agent may reasonably request;
(iv1.7 The Loan Agreement is amended by deleting Section 9.10(b) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), in its entirety and replacing it with the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.following:
Appears in 2 contracts
Samples: Term Loan Agreement (United Dominion Realty L P), Term Loan Agreement (UDR, Inc.)
Permitted Investments. The Parent and the Borrower shall not, and nor shall not it permit any Loan Party or other Restricted Subsidiary to, make an any Investment or otherwise acquire any interest in any Person, except:
(a) Investments in or otherwise own loans or advances to (i) Parent, (ii) the following items which would cause Borrower or (iii) any Subsidiary that is a Guarantor, (iv) any Restricted Subsidiary that is not a Guarantor from any Restricted Subsidiary that is not a Guarantor; and (v) any Restricted Subsidiary that is not a Loan Party from a Loan Party, provided that the aggregate value amount of Investments permitted pursuant to this clause (v) shall not exceed $10,000,000 at any time outstanding; provided that any such Investments in the form of the Parent, the Borrower, any other Capital Stock held by a Loan Party shall be pledged pursuant to the Guarantee and Pledge Agreement to the extent required thereby (subject to the limitations applicable to voting stock of Foreign Subsidiaries or other Subsidiary Foreign Holding Company Guarantors (in each case, as defined in the following items Guarantee and Pledge Agreement) referred to exceed 30% therein);
(b) Cash Equivalents and Permitted Investments;
(c) receivables owing to Borrower or any Restricted Subsidiary if created or acquired in the ordinary course of business;
(d) lease, utility and other similar deposits in the Parent’s Gross Asset Value:ordinary course of business;
(e) Investments made by Borrower or any Restricted Subsidiary for consideration consisting only of Capital Stock;
(f) guarantees of performance obligations in the ordinary course of business;
(g) Investments outstanding on the Restatement Effective Date, as set forth on Schedule 7.4;
(h) Investments permitted by Section 7.3(b);
(i) unimproved real estateInvestments in mortgages, receivables, other securities or ownership interests, loans or advances made in connection with a strategy to acquire land or other homebuilding assets through foreclosure or other exercise of remedies;
(iij) Common stockInvestments in trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;
(k) Investments or securities received in settlement of debts owing to Borrower or any Restricted Subsidiary in the ordinary course of business;
(l) loans and advances to employees, Preferred Stockagents, customers or suppliers not to exceed $2,000,000 in the aggregate at any time outstanding;
(m) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business;
(n) advances made in connection with purchases of goods or services in the ordinary course of business;
(o) Investments resulting from Hedging Obligations that are entered into for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with operations of Parent and its Subsidiaries and not for speculative purposes;
(p) Investments, other capital stockthan those permitted by subsections (a) through (o) above, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated including Unrestricted Subsidiaries and Unconsolidated Affiliates);
(iiiJoint Ventures) Mortgages in favor of the Parent, the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are in the business of homebuilding, land acquisition or land development businesses and businesses that are reasonably related thereto or reasonable extensions thereof not Wholly Owned Subsidiariesto exceed in the aggregate amount outstanding (to be determined at the time any such Investment is made) at any time the greater of $35,000,000 and 7% of Consolidated Tangible Net Assets; and
(vq) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined other Investments in the manner set forth in subsection (faggregate amount, when taken together with all Investments made pursuant to this Section 7.4(q) of the definition of “Gross Asset Value”. In addition and then outstanding, not to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation$5,000,000.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (William Lyon Homes), Credit Agreement (William Lyon Homes)
Permitted Investments. (i) The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary of its Subsidiaries (including Reckson and its Subsidiaries) to, make an Investment in or otherwise own the following items which would cause the aggregate value (determined in accordance with GAAP except as provided otherwise below) of Investments such holdings of such Persons to exceed 40.0% of Total Asset Value of the Parent, the Borrower, Parent and its Subsidiaries (including Reckson and its Subsidiaries) at any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Valuetime:
(iA) unimproved real estateUnimproved Land;
(iiB) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iiiC) Mortgages Mortgage Receivables in favor of the Parent, the Borrower, any other Loan Party Parent or any Subsidiaryof its Subsidiaries (valued based on aggregate book value);
(ivD) Subsidiaries Investments in Unconsolidated Affiliates;
(E) Investments in Properties that are not Wholly Owned Subsidiaries(1) office Properties or (2) retail or multifamily Properties that are located in New York, New York; and
(vF) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of costs incurred with respect to (1) any Property of the product Parent or any of its Subsidiaries that is under construction (including any Development Property) and (2) any Transition Asset of the Parent or any of its Subsidiaries, in each case, determined on the basis of “construction-in-process” in accordance with GAAP, if applicable, and if not applicable, by the GAAP book value of such Property.
(ii) Reckson shall not, and shall not permit any of its Subsidiaries to, make an Investment in or otherwise own the following items which would cause the aggregate value (determined in accordance with GAAP except as provided otherwise below) of such holdings of such Persons to exceed 40.0% of Total Asset Value of Reckson and its Subsidiaries at any time:
(A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and Unimproved Land;
(B) the amount Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(C) Mortgage Receivables in favor of the Construction Budget for such Development Property Reckson or any of its Subsidiaries (valued based on aggregate book value);
(D) Investments in Unconsolidated Affiliates;
(E) Investments in Properties that are not (1) office Properties or (2) retail or multifamily Properties that are located in New York, New York; and
(F) the recourse obligations aggregate amount of the Parentcosts incurred with respect to (1) any Property of Reckson or any of its Subsidiaries that is under construction (including any Development Property) and (2) any Transition Asset of Reckson or any of its Subsidiaries, in each case, determined on the basis of “construction-in-process” in accordance with GAAP, if applicable, and if not applicable, by the GAAP book value of such Property.
(iii) the Parent shall not, and shall not permit any of its Subsidiaries to, (A) make Investments in the Unrestricted Subsidiary if the amount of such Investment, together with all other investments in the Unrestricted Subsidiary, would exceed $600,000,000 in the aggregate, or (B) fund any of the Investments described in the immediately preceding clause (A) (i) from the proceeds of any Loans hereunder, (ii) from the proceeds of any loans to, or indebtedness incurred by, the Unrestricted Subsidiary or (iii) directly from the proceeds of any other loans to, or indebtedness incurred by any Borrower or such Subsidiary relating that would be recourse to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationany Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Sl Green Operating Partnership, L.P.), Credit Agreement (Sl Green Operating Partnership, L.P.)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit the Borrower, any other Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings (for purposes of this Section 10.1 the value of the Parentholdings described in items (i) through (vi) shall be calculated in accordance with GAAP, and the Borrower, any other Loan Party value of the holdings described in item (ii) shall be the lower of cost or other Subsidiary in market) of such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Asset ValueValue at any time:
(i) unimproved real estateestate (which for purposes of this clause (i) shall not include (w) raw land subject to a ground lease under which the Borrower or a Subsidiary is the lessor and a Person not an Affiliate is the lessee; (x) any Development Property or (y) unimproved real estate acquired within the prior eighteen (18) months that will become a Development Property within eighteen (18) months of its acquisition [Borrower acknowledging that if such Property does not become a Development Property within said 18 months period, such Property shall thereafter be considered unimproved real estate for purposes of this clause (i) unless and until such Property in fact becomes a Development Property)], (y) land subject to a binding contract of sale under which the Borrower or one of its Subsidiaries is the seller and the buyer is not an Affiliate of Borrower and (z) out-parcels held for lease or sale at Properties which are either completed or where development has commenced) such that the aggregate book value of all such unimproved real estate exceeds five percent (5%) of Gross Asset Value;
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests equity interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), such that the aggregate value of such interests calculated on the basis of the lower of cost or market, exceeds five percent (5%) of Gross Asset Value;
(iii) Mortgages in favor of the Parent, the Borrower, any other Loan Party or other Subsidiary (other than Mortgages securing Indebtedness owed to the Borrower or any SubsidiarySubsidiary on September 30, 2002), such that the aggregate book value of Indebtedness secured by such Mortgages exceeds ten percent (10%) of Gross Asset Value;
(iv) Subsidiaries Investments in Unconsolidated Affiliates of the Borrower or the Parent (other than investments in Unconsolidated Affiliates of Borrower or the Parent made for the purpose of raising capital), such that are the aggregate book value of such Investments in Unconsolidated Affiliates exceeds five percent (5%) of Gross Asset Value, but Investments for the purpose of raising capital shall not Wholly Owned Subsidiaries; andbe included for purposes of determining whether such Investment exceeds five percent (5%) of Gross Asset Value;
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties in which the Parent Borrower either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of fifteen percent (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.15%)
Appears in 2 contracts
Samples: Credit Agreement (CBL & Associates Properties Inc), Credit Agreement (CBL & Associates Properties Inc)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own own, the following items which would cause the aggregate value of Investments such holdings of such Persons to exceed the following percentages of the Parent, the Borrower, ’s Total Asset Value at any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Valuetime:
(i) unimproved real estateFirst Mortgage Receivables and Mezzanine Debt Investments (excluding First Mortgage Receivables and Mezzanine Debt Investments made to consolidated Subsidiaries), such that the aggregate book value of Indebtedness secured by such First Mortgage Receivables and Mezzanine Debt Investments exceeds ten percent (10%) of the Borrower’s Total Asset Value;
(ii) Common the aggregate amount of the Total Budgeted Costs for Development Properties, in which the Borrower either has a direct or indirect ownership interest shall not exceed twenty percent (20%) of the Borrower’s Total Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of Borrower or any Subsidiary, the product of (A) the Borrower’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate, and (B) the amount of the Total Budgeted Costs for such Development Property shall be used in calculating such investment limitation.
(1) the aggregate value of the items subject to the limitations in the preceding clauses (i) and (ii); plus (2) the aggregate value of all Unimproved Land; plus (3) the aggregate value of Equity Interests in Unconsolidated Affiliates (which “value” of any such Equity Interests in an Unconsolidated Affiliate shall equal (A) with respect to any of such Unconsolidated Affiliate’s CIP, the Borrower’s Ownership Share of such CIP as of the date of determination, and (B) with respect to any of such Unconsolidated Affiliate’s Properties which have been completed, the Borrower’s Ownership Share of the Total Asset Value for each Property of such Unconsolidated Affiliate); plus (4) the aggregate book value of common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor , calculated on the lower of the Parent, the Borrower, any other Loan Party cost or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationmarket.
Appears in 2 contracts
Samples: Loan Agreement (Equity One, Inc.), Credit Agreement (Equity One, Inc.)
Permitted Investments. The Parent and the Borrower shall notAcquire, and shall not permit have outstanding or hold any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments (including any Investment consisting of the Parentacquisition of any business), except the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Valuefollowing:
(i) unimproved real estateExisting Investments of the Borrower in its Subsidiaries and of the Borrower's Subsidiaries in other Subsidiaries, as reflected in Schedule 4.23;
(ii) Common stockIntercompany loans and advances from any wholly owned Subsidiary of the Borrower to the Borrower, Preferred Stock, other to the extent reasonably necessary for Consolidated tax planning and working capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates)management;
(iiiA) Mortgages in favor Intercompany loans and advances from the Borrower to its Subsidiaries (excluding the Special Purpose Subsidiary, any Letter of Credit Subsidiary or the Finance Subsidiaries), from the proceeds of the ParentLoans, to the Borrowerextent necessary to fund working capital, Capital Expenditures and other operating expenses permitted hereunder and (B) intercompany loans and advances from a Subsidiary to any other Loan Party or any SubsidiarySubsidiary that is a party to the Subsidiary Agreement;
(iv) Investments in Cash Equivalents;
(v) Short-term loans to employees and advances to employees in the ordinary course of business for the payment of bona fide, properly documented, business expenses to be incurred on behalf of the Borrower and its Subsidiaries, provided that the aggregate outstanding amount of all such loans and advances shall not exceed $500,000 in the aggregate at any time;
(vi) Guarantees permitted by Section 7.01;
(vii) equity investments by PSTH in the Special Purpose Subsidiary made solely for the purpose of funding SAC Payments and subject to the Special Purpose Subsidiary's obligations to distribute SAC Commissions and Excess SAC Cash to the Finance Subsidiaries that are not Wholly Owned Subsidiariesand contribute the Equity Securities in the Finance Subsidiaries to PSTH under Section 7.09;
(viii) equity investments by the Borrower in PSTH made solely for the purpose of funding the equity investments referred to in clause (vii) above; and
(vix) Unconsolidated Affiliates. For purposes Any Acquisition (including without limitation the transfer of this clause (v)assets by the Parent to the Borrower, the “value” for further transfer to a Subsidiary, and in each case as a capital contribution, free and clear of any such Investment Liens, other than Permitted Liens) made in an Unconsolidated Affiliate shall be determined in accordance with the manner conditions set forth in subsection Section 7.05(b) below (f) of the definition of “Gross Asset Value”. In addition to the foregoingin each case, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation"Permitted Acquisition").
Appears in 2 contracts
Samples: Credit Agreement (Pegasus Communications Corp /), Credit Agreement (Pegasus Communications Corp /)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of such Persons (excluding the Parent, the Borrower, value of any other Loan Party or other Subsidiary in the following items such holdings that are also Marketable Securities) to exceed 3015.0% of the Parent’s Gross Consolidated Total Asset Value:
(i) unimproved real estate;the aggregate value calculated on the basis of the lower of cost or market of all Unimproved Land, plus
(ii) Common the aggregate value calculated on the basis of the lower of cost or market of common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies Equity Interest and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);, plus
(iii) Mortgages the aggregate book value of Indebtedness secured by mortgages in favor of the Parent, the Borrower, any other Loan Party Borrower or any Subsidiary;, plus
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) the aggregate value of Investments in Unconsolidated Affiliates. For ; provided, further, that Investments in Unconsolidated Affiliates shall not exceed 10.0% of Consolidated Total Asset Value (for purposes of this clause (viv), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in equal (1) with respect to any of such Unconsolidated Affiliate’s Properties under construction, the manner set forth in subsection (f) Borrower’s Ownership Share of the definition book value of “Gross Asset Value”. In addition Construction in Process (including the book value for the portion of the land owned by such Unconsolidated Affiliate related to such Construction in Process) for such Property as of the foregoingdate of determination and (2) with respect to any of such Unconsolidated Affiliate’s Properties which have been completed, the Borrower’s Ownership Share of Consolidated Capitalized EBITDA of such Unconsolidated Affiliate attributable to such Properties), plus
(v) the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties and Major Redevelopment Properties in which the Parent Borrower either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If interest; provided, that if a Development Property or Major Redevelopment Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the amount of such Investment shall be equal to the greater of (A) the product of (1) the product of (A) the Parent’s, the Borrower’s, ’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B2) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2B) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.
Appears in 2 contracts
Samples: Credit Agreement (Washington Real Estate Investment Trust), Credit Agreement (Washington Real Estate Investment Trust)
Permitted Investments. The Parent and the Borrower shall notnot make, and shall not permit any Loan Party directly or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments of the Parent, the Borrowerindirectly, any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Value:
(i) unimproved real estate;
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (Investment other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor of the Parent, the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v)collectively, the “value” of any such Investment in an Unconsolidated Affiliate shall be determined Permitted Investments”): (a) cash or Cash Equivalents in the manner set forth ordinary course of business; (b) loans or advances to its directors, managers, officers or employees for expenses incurred in subsection (f) the ordinary course of the definition business and solely relating to such Persons’ travels and other activities undertaken on behalf of “Gross Asset Value”. In addition to the foregoingBorrower and its business, provided that the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct all expense accounts, loans or indirect ownership interest advances outstanding under this clause (b) shall not at any time exceed 30% $100,000; (c) prepaid expenses and deposits for real property lease obligations incurred in the ordinary course of business of Borrower; (d) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary to prevent or limit loss; (e) Investments (including Debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (f) any Affiliate Transaction permitted pursuant to Section 6.16 hereof, and (g) the creation or acquisition of any Subsidiary so long as, in each instance, (w) no Default or Event of Default has occurred and is continuing, (x) such Subsidiary is organized, and the assets of such Subsidiary are located, in the United States, (y) such Subsidiary will engage in a business that is similar, complimentary to, or reasonably related to the business of Borrower, and (z) Borrower notifies Lender in writing at least three (3) Business Days before the date that any such Subsidiary is created or acquired, and promptly after the creation or acquisition thereof (and any event within fifteen calendar days), causes such Subsidiary to: (I) absolutely, irrevocably and unconditionally guarantee the payment in full and performance of all of the Gross Asset Value. If Indebtedness pursuant to a Development Property is owned guaranty in form and substance reasonably acceptable to Lender, (II) grant to Lender a security interest in, and other Lien on, all of its assets pursuant to a security agreement in form and substance consistent, in all material respects, with the Security Agreement, (III) take all other actions reasonably required by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or Lender to grant to Lender a perfected first priority security interest in and Lien on such Subsidiary’s Ownership Share property, including the filing of Uniform Commercial Code financing statements in such Unconsolidated Affiliate jurisdictions as may be requested by Xxxxxx, and (BIV) the amount deliver (to Lender such other agreements, documents and instruments as Lender may require, including appropriate favorable opinions of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or counsel to such Subsidiary relating in form, content and scope reasonably satisfactory to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationLender.
Appears in 2 contracts
Samples: Loan Agreement (Lm Funding America, Inc.), Loan Agreement (Lm Funding America, Inc.)
Permitted Investments. (i) The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an any Investment in or otherwise own the following items which would cause the aggregate value of such holdings of the Borrower and such other Subsidiaries to exceed 20.0% of Gross Asset Value at any time (or in the case of promissory notes and marketable securities described in subsection (D) below to exceed 10.0% of Gross Asset Value at any time):
(A) Development Properties valued at book value, Condominium Properties valued at their Condominium Property Value, and Renovation Properties valued at their Renovation Property Value;
(B) Properties that are developed but that are not Multifamily Properties, with value based on the lower of cost or market price determined in accordance with GAAP;
(C) raw land, valued at current book value;
(D) promissory notes, including any secured by a Mortgage, payable solely to any member of the Consolidated Group and the obligors of which are not Affiliates of the Borrower, and all marketable securities, with value based on the lower of cost or market price determined in accordance with GAAP; and
(E) Investments in Multifamily REIT Preferred Interests; provided, however, such Investments must be acquired or otherwise made in connection with the acquisition of a portfolio of Multifamily Properties or a series of Multifamily Properties. Solely for purposes of this subsection (e), a Development Property on which construction has been substantially completed will no longer be considered to be a Development Property.
(ii) The Borrower shall not, and shall not permit any Subsidiary to, make any Investment in Unconsolidated Affiliates and other Persons that, in each case, are not Subsidiaries which would cause the aggregate value (with the value thereof determined in a manner consistent with the definition of Gross Asset Value or, if not contemplated under the definition of Gross Asset Value, as determined in accordance with GAAP) of such Investments of the Parent, Borrower and such other Subsidiaries to exceed 20.0% of Gross Asset Value at any time.
(d) The Loan Agreement is amended by deleting Section 9.4(a) in its entirety and replacing it with the Borrower, following:
(a) any of the actions described in the immediately preceding clauses (i) through (iii) may be taken with respect to any Subsidiary or any other Loan Party (other than the Borrower) so long as immediately prior to the taking of such action, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would exist; notwithstanding the foregoing, a Loan Party (other Subsidiary in than the following items Borrower or an Operating Partnership) may enter into a transaction of merger pursuant to exceed 30% which such Loan Party is not the survivor of the Parent’s Gross Asset Value:
such merger only if (i) unimproved real estatethe Borrower shall have given the Agent and the Lenders at least 10 Business Days’ prior written notice of such merger, such notice to include a certification to the effect that immediately after and after giving effect to such action, no Default or Event of Default is or would be in existence; provided that if the survivor of such merger is (or is to become) a Loan Party, then such notice and certification may be given within 5 Business Days after the consummation of such merger; (ii) if the survivor entity is Person that is required to become a Guarantor pursuant to Section 7.12, the Borrower complies with the requirements of Section 7.12. within the time period provided in such Section; and (iii) such Loan Party and the survivor entity each takes such other action and delivers such other documents, instruments, opinions and agreements as the Agent may reasonably request;
(iie) Common stock, Preferred Stock, other capital stock, beneficial interest The Loan Agreement is amended by deleting Section 9.10(b) in trust, membership interest in limited liability companies its entirety and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor of replacing it with the Parent, the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.following:
Appears in 2 contracts
Samples: Term Loan Agreement (United Dominion Realty L P), Term Loan Agreement (UDR, Inc.)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Total Asset ValueValue at any time:
(i) Unimproved Land such that the aggregate book value of all such unimproved real estateestate exceeds 5.0% of Total Asset Value;
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), such that the aggregate value of such interests calculated on the basis of the lower of cost or market, exceeds 10.0% of Total Asset Value;
(iii) Mortgages in favor Mortgage Receivables, such that the aggregate book value of the Parent, the Borrower, such Mortgage Receivables exceeds 10.0% of Total Asset Value at any other Loan Party or any Subsidiarytime;
(iv) Subsidiaries Investments in Unconsolidated Affiliates, such that are not Wholly Owned Subsidiaries; andthe aggregate book value of such Investments in Unconsolidated Affiliates exceeds 10.0% of Total Asset Value;
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets The Total Budgeted Costs for Development Properties in which the Parent either has a direct or indirect ownership interest shall not such that the aggregate amount of such Total Budgeted Costs for Development Properties exceed 3010.0% of the Gross Total Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Parent or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, ’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation; and
(vi) The ownership or lease by the Parent, the Borrower or any other Subsidiary of Properties that are not Class A or B multi-tenant office and research and development Properties such that the aggregate book value (determined in accordance with GAAP) of such Properties exceeds 10.0% of Total Asset Value. In addition to the foregoing limitations, the aggregate value of all of the items subject to the limitations in the preceding clauses (i) through (vi) shall not exceed 25.0% of Total Asset Value.
Appears in 1 contract
Samples: Credit Agreement (Pacific Office Properties Trust, Inc.)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit the Borrower, any Loan Party or any other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Total Asset ValueValue at any time:
(i) unimproved real estateInvestments in Unconsolidated Affiliates, such that the aggregate book value of such Investments exceeds 10.0% of Total Asset Value;
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest Investments in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated that are not Subsidiaries and or Unconsolidated Affiliates), such that the aggregate value of such Investments calculated on the basis of the lower of cost or market exceeds 5.0% of Total Asset Value;
(iii) Mortgages in favor Mortgage Receivables, such that the aggregate book value of the Parent, the Borrower, such Mortgage Receivables exceeds 5.0% of Total Asset Value at any other Loan Party or any Subsidiary;time; and
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties Construction-In-Process in which the Parent either has a direct or indirect ownership interest shall not exceed 30such that the aggregate amount thereof exceeds 5.0% of the Gross Total Asset Value. If a Development Property ; provided that if Construction-In-Process is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, ’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated AffiliateConstruction-In-Process, shall be used in calculating such investment limitation; and
(v) Ownership of, or Investments in, Unimproved Land such that the aggregate GAAP book value thereof exceeds 5.0% of Total Asset Value. In addition to the foregoing limitations, the aggregate value of all of the items subject to any of the limitations in the preceding clauses (ii) through (v) shall not exceed 15.0% of Total Asset Value.
Appears in 1 contract
Samples: Credit Agreement (Parkway, Inc.)
Permitted Investments. (a) The Parent and the Borrower Borrowers shall notnot make any Investment in or otherwise own, and the Parent shall not permit any Loan Party Guarantor, any Development Affiliate Guarantor or any other Subsidiary to, of the Parent or any Borrower to make an Investment in or otherwise own own, the following items which would cause the aggregate value of Investments such holdings of the Parent, the BorrowerBorrowers, any and the other Loan Party or other Subsidiary in Subsidiaries of the Parent and the Borrowers to exceed the following items to exceed 30% percentages of the Parent’s 's Gross Asset Value:
(i) unimproved real estate, such that the aggregate book value of all such unimproved real estate exceeds 10% of the Parent's Gross Asset Value;
(ii) Common stock, Preferred Stockpreferred stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests equity interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), such that the aggregate value of such interests calculated on the basis of the lower of cost or market, exceeds 5% of the Parent's Gross Asset Value;
(iii) Mortgages in favor of the Parent, any Borrower or any other Subsidiary of the Parent or any Borrower, any other Loan Party or any Subsidiarysuch that the aggregate book value of Indebtedness secured by such Mortgages exceeds 5% of the Parent's Gross Asset Value;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Investments in Unconsolidated Affiliates, such that the aggregate value of such Investments exceeds 15% of the Parent's Gross Asset Value. For purposes of this clause (viv), the “"value” " of any such Investment in an Unconsolidated Affiliate such a non-corporate Person shall be determined in equal (1) with respect to any of such Person's Properties under construction, the manner set forth in subsection (f) Parent's Ownership Share of the definition book value of “Gross Asset Value”. Construction in Process for such Property as of the date of determination and (2) with respect to any of such Person's Properties which have been completed, the Parent's Ownership Share of Capitalized EBITDA of such Person attributable to such Properties; and In addition to the foregoingforegoing limitations, the aggregate value of the Investments subject to the limitations in the preceding clauses (i) through (iv) shall not exceed 25% of the Parent's Gross Asset Value. Additionally, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 3020% of the Parent's Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the BorrowerRCLP, any other Borrower or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s's, the RCLP's, such other Borrower’s, 's or such Subsidiary’s 's Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the RCLP, such other Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.
Appears in 1 contract
Permitted Investments. The Parent and the Borrower shall not, and shall not permit the Borrower, any Loan Party or any other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Total Asset ValueValue at any time:
(i) unimproved real estate;
Investments (iiA) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor of the Parent, the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries, in Unconsolidated Affiliates and in Consolidated Affiliates, such that the aggregate book value of such Investments exceeds 35.0% of Total Asset Value and (B) in Unconsolidated Affiliates, such that the aggregate book value of such Investments exceeds 20.0% of Total Asset Value;
(ii) Investments in Equity Interests in Persons that are not Subsidiaries, Consolidated Affiliates or Unconsolidated Affiliates, such that the aggregate value of such Investments calculated on the basis of the lower of cost or market exceeds 5.0% of Total Asset Value;
(iii) Mortgage Receivables, such that the aggregate book value of such Mortgage Receivables exceeds 5.0% of Total Asset Value at any time; and
(viv) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30such that the aggregate amount thereof exceeds 7.50% of the Gross Total Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, ’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated AffiliateProperty, shall be used in calculating such investment limitation; and
(v) Ownership of, or Investments in, Properties that are not office properties such that the aggregate GAAP book value thereof exceeds 5.0% of Total Asset Value. In addition to the foregoing limitations, the aggregate value of all of the items subject to any of the limitations in the preceding clauses (ii) through (v) shall not exceed 15.0% of Total Asset Value.
Appears in 1 contract
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of such Persons to exceed the Parent, following percentages of Total Asset Value at any time:
(i) Mortgages in favor of the Borrower, any other Loan Party or other Subsidiary in Subsidiary, such that the following items to exceed 30% aggregate book value of the Parent’s Gross Indebtedness secured by such Mortgages exceeds ten percent (10.0%) of Total Asset Value:
(i) unimproved real estate;
(ii) The aggregate amount of Construction-in-Progress in which Xxxxxx REIT either has a direct or indirect ownership interest such that the aggregate amount thereof exceeds twenty percent (20.0%) of Total Asset Value. If Construction-in-Progress is owned by an Unconsolidated Affiliate of Xxxxxx REIT, then the product of (A) Xxxxxx REIT’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of Construction-in-Progress, shall be used in calculating such investment limitation;
(iii) Unimproved real estate (which shall include raw land, valued at current book value) such that the aggregate book value of all such unimproved real estate exceeds ten percent (10.0%) of Total Asset Value;
(iv) Investments in Properties (other than Mortgages) that are not Office Properties or Studio Properties (provided that Investments for purposes of this Section 10.1(g) shall not include retail associated with Properties which are primarily Office Properties or Studio Properties) such that the aggregate value in such Investments exceeds ten percent (10.0%) of Total Asset Value;
(v) Common stock, Preferred StockEquity, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests equity interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), such that the aggregate value of such interests calculated on the basis of the lower of cost or market exceeds ten percent (10.0%) of Total Asset Value;
(iiivi) Mortgages Investments in favor Unconsolidated Affiliates, such that the aggregate value of the Parent, the Borrower, any other Loan Party or any Subsidiary;
such Investments (ivdetermined in accordance with GAAP) Subsidiaries that are not Wholly Owned Subsidiariesin Unconsolidated Affiliates exceeds twenty-five percent (25.0%) of Total Asset Value; and
(vvii) Unconsolidated Affiliates. For purposes Investments in Studio Properties, such that the aggregate value of this clause such Investments in Studio Properties exceeds thirty-five percent (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f35.0%) of the definition of “Gross Total Asset Value”. In addition to the foregoingforegoing limitations, the aggregate amount value of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest (i), (ii), (iii), (iv) and (v) shall not exceed 30% twenty-five (25.0%) of the Gross Total Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.
Appears in 1 contract
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of such Persons (excluding the Parent, the Borrower, value of any other Loan Party or other Subsidiary in the following items such holdings that are also Marketable Securities) to exceed 3015.0% of the Parent’s Gross Consolidated Total Asset Value:
(i) unimproved real estate;the aggregate value calculated on the basis of the lower of cost or market of all Unimproved Land, plus
(ii) Common the aggregate value calculated on the basis of the lower of cost or market of common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies Equity Interest and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);, plus
(iii) Mortgages the aggregate book value of Indebtedness secured by mortgages in favor of the Parent, the Borrower, any other Loan Party Borrower or any Subsidiary;, plus
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) the aggregate value of Investments in Unconsolidated Affiliates. For ; provided, further, that Investments in Unconsolidated Affiliates shall not exceed 10.0% of Consolidated Total Asset Value (for purposes of this clause (viv), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in equal (1) with respect to any of such Unconsolidated Affiliate's Properties under construction, the manner set forth in subsection (f) Borrower's Ownership Share of the definition book value of “Gross Asset Value”. In addition Construction in Process (including the book value for the portion of the land owned by such Unconsolidated Affiliate related to such Construction in Process) for such Property as of the foregoingdate of determination and (2) with respect to any of such Unconsolidated Affiliate's Properties which have been completed, the Borrower's Ownership Share of Consolidated Capitalized EBITDA of such Unconsolidated Affiliate attributable to such Properties), plus
(v) the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties and Major Redevelopment Properties in which the Parent Borrower either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If interest; provided, that if a Development Property or Major Redevelopment Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the amount of such Investment shall be equal to the greater of (A) the product of (1) the product of (A) the Parent’s, the Borrower’s, 's or such Subsidiary’s 's Ownership Share in such Unconsolidated Affiliate and (B2) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2B) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.
Appears in 1 contract
Samples: Credit Agreement (Washington Real Estate Investment Trust)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit the Borrower, any Loan Party or any other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Total Asset ValueValue at any time:
(i) unimproved real estate;
Investments (iiA) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor of the Parent, the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries, in Unconsolidated Affiliates and in Consolidated Affiliates, such that the aggregate book value of such Investments exceeds 35.0% of Total Asset Value and (B) in Unconsolidated Affiliates, such that the aggregate book value of such Investments exceeds 20.0% of Total Asset Value;
(ii) Investments in Equity Interests in Persons that are not Subsidiaries or Unconsolidated Affiliates, such that the aggregate value of such Investments calculated on the basis of the lower of cost or market exceeds 5.0% of Total Asset Value;
(iii) Mortgage Receivables, such that the aggregate book value of such Mortgage Receivables exceeds 5.0% of Total Asset Value at any time; and
(viv) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30such that the aggregate amount thereof exceeds 7.50% of the Gross Total Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, ’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated AffiliateProperty, shall be used in calculating such investment limitation; and
(v) Ownership of, or Investments in, Properties that are not office properties such that the aggregate GAAP book value thereof exceeds 5.0% of Total Asset Value. In addition to the foregoing limitations, the aggregate value of all of the items subject to any of the limitations in the preceding clauses (ii) through (v) shall not exceed 15.0% of Total Asset Value.
Appears in 1 contract
Permitted Investments. The Parent and the Borrower shall not, and shall not permit the Borrower, any Loan Party or any other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Total Asset ValueValue at any time:
(i) unimproved real estate;
Investments (iiA) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor of the Parent, the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries, in Unconsolidated Affiliates and in Consolidated Affiliates, such that the aggregate book value of such Investments exceeds 35.0% of Total Asset Value and (B) in Unconsolidated Affiliates, such that the aggregate book value of such Investments exceeds 10.0% of Total Asset Value;
(ii) Investments in Equity Interests in Persons that are not Subsidiaries or Unconsolidated Affiliates, such that the aggregate value of such Investments calculated on the basis of the lower of cost or market exceeds 5.0% of Total Asset Value;
(iii) Mortgage Receivables, such that the aggregate book value of such Mortgage Receivables exceeds 5.0% of Total Asset Value at any time; and
(viv) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30such that the aggregate amount thereof exceeds 7.50% of the Gross Total Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, ’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated AffiliateProperty, shall be used in calculating such investment limitation; and
(v) Ownership of, or Investments in, Properties that are not office properties such that the aggregate GAAP book value thereof exceeds 5.0% of Total Asset Value. In addition to the foregoing limitations, the aggregate value of all of the items subject to any of the limitations in the preceding clauses (ii) through (v) shall not exceed 15.0% of Total Asset Value.
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Permitted Investments. The Parent (i) transfers of Equity Interests of any Subsidiary that is not a Guarantor so long as such Equity Interests are not otherwise pledged to Administrative Agent; (j) sales or forgiveness of Accounts in the Ordinary Course of Business or in connection with the collection or compromise thereof; (k) leases, subleases, licenses and sublicenses of real or personal property entered into by Borrowers and their respective Subsidiaries in the Borrower shall not, Ordinary Course of Business at arm’s length and shall on market terms; (l) sales of non-core assets acquired in connection with Permitted Acquisitions which are not permit any Loan Party or other Subsidiary to, make an Investment used in or otherwise own the following items which would cause the aggregate value of Investments business of the ParentObligors or their Subsidiaries in an aggregate amount not to exceed $5,000,000 during any Fiscal Year; (l) so long as no Event of Default then exists (or as otherwise consented to by Administrative Agent), the Borrowersales of other assets in an aggregate amount not to exceed $5,000,000 during any Fiscal Year; (m) so long as no Event of Default then exists (or as otherwise consented to by Administrative Agent), any other Loan Party or other Subsidiary disposition of Equipment in an aggregate amount during any Fiscal Year not to exceed (I) $5,000,000 in the following items to exceed 30% case of Equipment not included in the calculation of the Parent’s Gross Fixed Asset Value:
Formula Amount and (II) $1,000,000 in the case of Equipment that is included in the calculation of the Fixed Asset Formula Amount; or (n) otherwise approved in writing by the Applicable Agent and Required Borrower Group Lenders. Permitted Consigned Inventory - Consigned Inventory, (i) unimproved real estate;
the Value of which shall not exceed $60,000,000 in the aggregate at any time, and (ii) Common stockfor which each of the Consigned Inventory Conditions is satisfied. Permitted Contingent Obligations - Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, Preferred Stockand any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons similar obligations; (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iiie) Mortgages arising from customary indemnification obligations in favor of the Parentpurchasers (or sellers, the Borrower, any other Loan Party or any Subsidiary;
(ivas applicable) Subsidiaries that are not Wholly Owned Subsidiariesin connection with Permitted Asset Dispositions and Permitted Acquisitions; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) arising under the Loan Documents; (g) incurred to support Debt permitted pursuant to Section 10.2.1; (h) arising under indemnity agreements to title insurers to issue to Administrative Agent title insurance policies; (i) arising in connection with guaranties of the definition performance by an Obligor on behalf of “Gross Asset Value”. In addition to the foregoingJV Europe, the SE Holding or their subsidiaries which do not constitute guaranties of Debt; or (j) in an aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct $25,000,000 or indirect ownership interest shall not exceed 30% less at any time. Permitted Investments - collectively, any of the Gross Asset Value. If following Investments by a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.its Subsidiaries:
Appears in 1 contract
Samples: Loan Agreement (Superior Essex Inc)
Permitted Investments. (a) The Parent and the Borrower shall not, and shall not permit any Loan Party Guarantor or any other Subsidiary of the Parent to, and RRG shall not, make an Investment in or otherwise own own, the following items which would cause the aggregate value of Investments such holdings of such Persons to exceed the following percentages of the Parent, the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s 's Gross Asset Value:
(i) unimproved real estate, such that the aggregate book value of all such unimproved real estate exceeds 10% of the Parent's Gross Asset Value;
(ii) Common stock, Preferred Stockpreferred stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests equity interests in Persons (other than consolidated Consolidated Subsidiaries and Unconsolidated Affiliates), such that the aggregate value of such interests calculated on the basis of the lower of cost or market, exceeds 5% of the Parent's Gross Asset Value;
(iii) Mortgages in favor of the Parent, the Borrower, any other Loan Party Subsidiary of the Parent or any SubsidiaryRRG, such that the aggregate book value of Indebtedness secured by such Mortgages exceeds 5% of the Parent's Gross Asset Value;
(iv) Investments in Consolidated Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Subsidiaries and in Unconsolidated Affiliates, such that the sum of (x) the Capitalized EBITDA of such Consolidated Subsidiaries plus (y) the aggregate value of such Investments in Unconsolidated Affiliates, exceeds 25% of the Parent's Gross Asset Value. For purposes of this clause (viv), the “"value” " of any such Investment in an Unconsolidated Affiliate shall be determined in equal (1) with respect to any of such Unconsolidated Affiliate's Properties under construction, the manner set forth in subsection (f) Parent's Ownership Share of the definition book value of “Gross Asset Value”. Construction in Process for such Property as of the date of determination and (2) with respect to any of such Unconsolidated Affiliate's Properties which have been completed, the Parent's Ownership Share of Capitalized EBITDA of such Unconsolidated Affiliate attributable to such Properties; and In addition to the foregoingforegoing limitations, the aggregate value of the Investments subject to the limitations in the preceding clauses (i) through (iv) shall not exceed 30% of the Parent's Gross Asset Value. Additionally, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 3025% of the Parent's Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s's, the Borrower’s's, or such Subsidiary’s 's Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.
Appears in 1 contract
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party the Borrower or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings (for purposes of this Section 9.1 the value of the Parent, the Borrower, holdings described in items (i) through (v) shall be calculated in accordance with GAAP) of such Persons to at any other Loan Party or other Subsidiary in the following items to time exceed 30% thirty five percent (35%) of the Parent’s Gross Asset Value:
(i) unimproved real estate;estate (for purposes of this clause (i) unimproved real estate shall not include (w) raw land subject to a ground lease under which the Borrower or a Subsidiary is the lessor and a Person not an Affiliate is the lessee; (x) Properties under development; (y) land subject to a binding contract of sale under which the Borrower or one of its Subsidiaries is the seller and the buyer is not an Affiliate of Borrower and (z) out-parcels held for lease or sale at Properties which are either completed or where development has commenced); exhibit10175a.htm
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons developed real estate used primarily for non-retail purposes (other than consolidated Subsidiaries and Unconsolidated Affiliatesthe real estate located at CBL Center, 2000 Xxxxxxxx Xxxxx Boulevard, Chattanooga, Tennessee);
(iii) Mortgages Investments in favor Unconsolidated Affiliates of the Borrower or the Parent, the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries Investments in Persons that are not Wholly Owned Subsidiariesneither Subsidiaries nor Unconsolidated Affiliates of the Borrower or the Parent; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment Mortgages in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) favor of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the greater of Loan Party (1) the product of other than (A) Mortgages securing Indebtedness owed to the Parent’sBorrower or any Subsidiary on September 30, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate 2002 and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of Mortgages on assets owned by the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationany Subsidiary).
Appears in 1 contract
Samples: Unsecured Credit Agreement (CBL & Associates Properties Inc)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which that would cause the aggregate value of Investments such holdings of such Persons to exceed the following percentages of the Parent, the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Value:
(i) unimproved real estateassets (other than (v) Properties which are retail properties leased to third party tenants on a net lease basis, (w) Equity Interests in Subsidiaries, (x) cash or Cash Equivalents, (y) any assets of the types described in items (ii) through (vi) below and (z) the Diageo Portfolio), such that the portion of the total Gross Asset Value associated with such assets exceeds 15% of Gross Asset Value;
(ii) unimproved real estate (which shall not include (x) any Development Property or (y) unimproved real estate acquired less than 12 months previously and which any Loan Party or Subsidiary intends to make a Development Property within 12 months of its acquisition) such that the aggregate book value of all such unimproved real estate exceeds 5% of the Gross Asset Value;
(iii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests equity interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), such that the aggregate value of such interests calculated on the basis of the lower of cost or market, exceeds 10% of the Gross Asset Value;
(iiiiv) Mortgages in favor of the Parent, the Borrower, Borrower or any other Loan Party or any SubsidiaryParty, such that the aggregate book value of Indebtedness secured by such Mortgages exceeds 10% of the Gross Asset Value;
(ivv) Subsidiaries Investments in Unconsolidated Affiliates, such that are not Wholly Owned Subsidiariesthe aggregate value of such Investments in Unconsolidated Affiliates as determined in accordance with GAAP, exceeds 15% of the Gross Asset Value; and
(vvi) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties in which the Parent Borrower either has a direct or indirect ownership interest shall not exceed 3010% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, ’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation. In addition to the foregoing limitations, the aggregate value of the Investments subject to the limitations in the preceding clauses (i) through (v) shall not exceed 30% of the Gross Asset Value.
Appears in 1 contract
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of such holdings of such Persons to exceed the following percentages of Total Asset Value at any time:
(i) Investments in Unconsolidated Affiliates, such that the aggregate book value of such Investments exceeds 15.0% of Total Asset Value;
(ii) Mortgage Receivables, such that the aggregate book value thereof exceeds 5.0% of Total Asset Value;
(iii) Construction-in-Process, such that the amount thereof exceeds 15.0% of Total Asset Value;
(iv) Unimproved Land such that the aggregate book value of all such Unimproved Land exceeds 5.0% of Total Asset Value;
(v) Ownership, leasing or other interests of the Parent, the Borrower, any other Loan Party Subsidiary or other Subsidiary any Unconsolidated Affiliate of or in Other Property Holdings such that the following items to exceed 30aggregate book value of such Properties exceeds 5.0% of the Parent’s Gross Total Asset Value:; and
(i) unimproved real estate;
(iivi) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor , such that the aggregate value of such interests calculated on the basis of the Parentlower of cost or market, exceeds 5.0% of Total Asset Value. In addition to the foregoing limitations, the Borrower, any other Loan Party or any Subsidiary;
aggregate value of all of the items subject to the limitations in the preceding clauses (ivii) Subsidiaries that are through (vi) shall not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliatesexceed: 25% of Total Asset Value. For purposes of this clause (v)subsection, the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If if a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.
Appears in 1 contract
Samples: Credit Agreement (Excel Trust, Inc.)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own any type of assets other than (A) completed retail, office, industrial, manufacturing or distribution Properties leased to third party tenants, principally, but not exclusively, on a net lease basis, (B) the Diageo Portfolio and the Silverton Business Center, (C) Equity Interests and other Investments in Subsidiaries, (D) cash and Cash Equivalents, (E) other assets acquired in the ordinary course of business incidental to the ownership of the assets listed in this subsection and (F) the following items which would cause so long as the aggregate value of Investments such holdings of such Persons do not exceed the following percentages of the Parent, the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Value:
(i) unimproved real estateestate (which shall not include (x) any Development Property or (y) unimproved real estate acquired less than 12 months previously and which any Loan Party or Subsidiary intends to make a Development Property within 12 months of its acquisition) such that the aggregate book value of all such unimproved real estate exceeds 5% of the Gross Asset Value;
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests equity interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), such that the aggregate value of such interests calculated on the basis of the lower of cost or market, exceeds 10% of the Gross Asset Value;
(iii) Mortgages in favor of the Parent, the Borrower, Borrower or any other Loan Party or any SubsidiaryParty, such that the aggregate book value of Indebtedness secured by such Mortgages exceeds 10% of the Gross Asset Value;
(iv) Subsidiaries Investments in Unconsolidated Affiliates, such that are not Wholly Owned Subsidiariesthe aggregate value of such Investments in Unconsolidated Affiliates as determined in accordance with GAAP, exceeds 15% of the Gross Asset Value; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties in which the Parent Borrower either has a direct or indirect ownership interest shall not exceed 3010% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, ’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation. In addition to the foregoing limitations, the aggregate value of the Investments subject to the limitations in the preceding clauses (i) through (iv) shall not exceed 30% of the Gross Asset Value.
Appears in 1 contract
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments of the Parent, the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Value:
(i) unimproved real estate;The United Group shall not make any Permitted Basket Investment (other than pursuant to Sections 2.1 and 2.2 of this Agreement or Permitted Basket Investments that in the aggregate do not exceed $45,000,000 (such amount, the "Temporary United Basket")) prior to the RA Status Date, unless and solely to the extent the United Parties shall be permitted under the United Indentures to make Permitted Basket Investments (in addition to existing Permitted Basket Investments at that time) in an aggregate amount that exceeds $150,000,000 (less the amount of any Permitted Basket Investments made under the Temporary United Basket), in which circumstance the United Parties shall promptly so notify the Company (such notice, a "Basket Availability Notice"). If the United Parties are permitted to deposit the Redemption Consideration and purchase the Convertible Debentures to be acquired by the Investor pursuant to the Backstop Facility and the Private Placement Shares as Permitted Basket Investments without a default under the United Indentures occurring as a consequence of such purchases, such purchases shall be made as Permitted Basket Investments, provided that, subject to Section 3.3, the United Parties shall not be relieved of their obligations to purchase Convertible Debentures or Private Placement Shares under this Agreement if they are not permitted to make such purchases as Permitted Basket Investments.
(ii) Common stockIf at the RA Status Date the Company is designated a Restricted Affiliate pursuant to Sections 3.3(vi) and 3.4(vi) and the letter agreement the form of which is attached as Exhibit 5, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (the United Group shall not make any Permitted Basket Investments other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor of the Parent, the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, Permitted Basket Investments the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall does not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Temporary United Basket until (X) the Company (and any Subsidiary or Affiliate of the Parent, Company that has been designated by the Borrower, or any other Subsidiary, then the greater Board of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount Directors of the Construction Budget for Parent as a Restricted Affiliate) are designated by the Board of Directors of the Parent not to be Restricted Affiliates and the Company is notified of such Development Property or (2) the recourse obligations of designation in writing by the Parent, (Y) the Borrower United Group disposes of all Voting Securities directly or such Subsidiary relating indirectly owned by it (subject to and in accordance with the terms and conditions of this Agreement) or (Z) as a result of an amendment to the Indebtedness United Indentures or otherwise, the Company (and any Subsidiary or Affiliate of such Unconsolidated the Company that has been designated by the Board of Directors of the Parent as a Restricted Affiliate, shall be used in calculating such investment limitation.) are not Restricted Affiliates and are not subject to any obligations under this Agreement or the letter agreement entered into pursuant to Sections 3.3(vi) and 3.4
Appears in 1 contract
Samples: Investment Agreement (United Pan Europe Communications Nv)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party the Borrower or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings (for purposes of this Section 9.1 the value of the Parentholdings described in items (i) through (v) shall be calculated in accordance with GAAP, and the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% value of the Parent’s holdings described in item (iv) shall be the lower of cost or market) of such Persons to at any time exceed thirty five percent (35%) of Gross Asset Value:: ws3C1.tmp
(i) unimproved real estateestate (for purposes of this clause (i) unimproved real estate shall not include (w) raw land subject to a ground lease under which the Borrower or a Subsidiary is the lessor and a Person not an Affiliate is the lessee; (x) Properties under development; (y) land subject to a binding contract of sale under which the Borrower or one of its Subsidiaries is the seller and the buyer is not an Affiliate of Borrower and (z) out-parcels held for lease or sale at Properties which are either completed or where development has commenced);
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons developed real estate used primarily for non-retail purposes (other than consolidated Subsidiaries and Unconsolidated Affiliatesthe real estate located at CBL Center, 0000 Xxxxxxxx Xxxxx Boulevard, Chattanooga, Tennessee);
(iii) Mortgages Investments in favor Unconsolidated Affiliates of the Borrower or the Parent, the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries Investments in Persons that are not Wholly Owned Subsidiariesneither Subsidiaries nor Unconsolidated Affiliates of the Borrower or the Parent (excluding Investments in the publicly traded stock of any company whose primary business is real estate development, whose stock is acquired in connection with Borrower's acquisition, or intended acquisition, of a controlling interest in such company); and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment Mortgages in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) favor of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the greater of Loan Party (1) the product of other than (A) Mortgages securing Indebtedness owed to the Parent’sBorrower or any Subsidiary on September 30, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate 2002 and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of Mortgages on assets owned by the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationany Subsidiary).
Appears in 1 contract
Samples: Unsecured Credit Agreement (CBL & Associates Properties Inc)
Permitted Investments. The Parent and the Borrower Company shall not, and shall not permit any Loan Party Excel Guarantor or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of such holdings of such Persons to exceed the following percentages of Total Asset Value at any time:
(i) Investments in Unconsolidated Affiliates, such that the aggregate book value of such Investments exceeds 15.0% of Total Asset Value;
(ii) Mortgage Receivables, such that the aggregate book value thereof exceeds 5.0% of Total Asset Value;
(iii) Construction- in- Process, such that the amount thereof exceeds 15.0% of Total Asset Value;
(iv) Unimproved Land such that the aggregate book value of all such Unimproved Land exceeds 5.0% of Total Asset Value;
(v) Ownership, leasing or other interests of the Parent, the BorrowerCompany, any other Loan Party Subsidiary or other Subsidiary any Unconsolidated Affiliate of or in Other Property Holdings such that the following items to exceed 30aggregate book value of such Properties exceeds 5.0% of the Parent’s Gross Total Asset Value:; and
(i) unimproved real estate;
(iivi) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor , such that the aggregate value of such interests calculated on the basis of the Parentlower of cost or market, exceeds 5.0% of Total Asset Value. In addition to the foregoing limitations, the Borrower, any other Loan Party or any Subsidiary;
aggregate value of all of the items subject to the limitations in the preceding clauses (ivii) Subsidiaries that are through (vi) shall not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliatesexceed: 25% of Total Asset Value. For purposes of this clause (v)subsection, the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If if a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.
Appears in 1 contract
Permitted Investments. (a) The Parent and the Borrower shall not, and shall not permit any Loan Party other Obligor or other Subsidiary any of their Subsidiaries to, directly or indirectly, acquire, make an or purchase any Investment, or permit any Investment in or otherwise own of such Person to be outstanding on and after the following items which would cause Agreement Date, other than the aggregate value of Investments of the Parent, the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Valuefollowing:
(i) unimproved real estateInvestments in Subsidiaries and Unconsolidated Affiliates in existence on the Agreement Date and disclosed on Part I of Schedule 6.1(b);
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest Investments in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates)Cash Equivalents;
(iii) Mortgages in favor Investments to acquire Equity Interests of the Parent, the Borrower, a Subsidiary or any other Loan Party Person who after giving effect to such acquisition would be a Subsidiary, so long as in each case (A) immediately after giving effect to such Investment, no Default is or any would be in existence and (B) the terms and conditions set forth in Section 7.12 with respect to such Subsidiary, if any, are satisfied;
(iv) Subsidiaries Investments in properties that are primarily office properties;
(v) Investments in Unconsolidated Affiliates not to exceed fifteen percent (15%) of Total Asset Value;
(vi) Investments in Mortgage Receivables not to exceed fifteen percent (15%) of Total Asset Value;
(vii) the aggregate Construction Budget for Construction-in-Process not to exceed fifteen percent (15%) of Total Asset Value;
(viii) Investments made in properties that are not Wholly Owned Subsidiariesprimarily office properties or Unimproved Land shall not exceed five percent (5%) of Total Asset Value;
(ix) Investments in respect of Equity Interests (other than Equity Interests of Subsidiaries or Unconsolidated Affiliates) shall not exceed five percent (5%) of Total Asset Value; and
(x) Investments in respect of Unimproved Land shall not exceed five percent (5%) of Total Asset Value.
(b) Notwithstanding the Investments permitted under subsection (a) above, in no event shall the aggregate value of the holdings of the Borrower, the other Obligors and their Subsidiaries in the Investments described in clauses (v) Unconsolidated Affiliatesthrough (x) of subsection (a) above exceed, in the aggregate, thirty percent (30%) of Total Asset Value at any time. For the purposes of this clause Section 9.3, a Property shall be considered Construction-in-Process until the issuance of a permanent certificate of occupancy for such Property or phase thereof.
(v)c) For the purposes of this Section 9.3, the “value” Investment of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness REIT Guarantor in any Unconsolidated Affiliates will equal (without duplication) the sum of such (i) Borrower's Share of Construction-in-Process of their Unconsolidated AffiliateAffiliates, shall be used in calculating such investment limitationplus (ii) Borrower's Share of any other Investments valued at the lower of GAAP book value or market value.
Appears in 1 contract
Samples: Credit Agreement (Wells Core Office Income Reit Inc)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party the Borrower or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Asset Value:
(i) unimproved real estateestate such that the aggregate book value of all such unimproved real estate exceeds 10% of Gross Asset Value (for purposes of this clause (i) unimproved real estate shall not include (w) raw land subject to a ground lease under which the Borrower or a Subsidiary is the lessor and a Person not an Affiliate is the lessee; (x) Properties under development; (y) land subject to a binding contract of sale under which the Borrower or one of its Subsidiaries is the seller and the buyer is not an Affiliate of Borrower and (z) out-parcels held for lease or sale at Properties which are either completed or where development has commenced);
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons developed real estate used primarily for non-retail purposes (other than consolidated Subsidiaries and Unconsolidated Affiliatesthe real estate located at CBL Center, 2030 Hamilton Place Boulevard, Chattanooga, Texxxxxxx), such that the aggregate book value of such real estate exceeds 10% of Gross Asset Value;
(iii) Investments in Unconsolidated Affiliates of the Borrower or the Parent, such that the value of such Investments, determined in accordance with GAAP, exceeds 20% of Gross Asset Value;
(iv) Investments in Persons that are neither Subsidiaries nor Unconsolidated Affiliates of the Borrower or the Parent, such that the book value of such Investments, determined in accordance with GAAP, exceeds 10% of Gross Asset Value; provided, however, this clause (iv) shall not apply to Investments in any Person whose Equity Interests are publicly traded and in which the Parent or the Borrower is attempting to acquire a controlling interest but only to the extent the aggregate value of such Investments under this clause (iv), determined on the basis of lower of cost or market value, does not exceed 10% of Gross Asset Value (the aggregate amount of such excess to be subject to this subsection (f)); or
(v) Mortgages in favor of the Parent, the Borrower, Borrower or any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of than (A) Mortgages securing Indebtedness owed to the Parent’s, the Borrower’s, Borrower or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate any Subsidiary on September 30,2002 and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of Mortgages on assets owned by the Parent, the Borrower or any Subsidiary), such Subsidiary relating that the aggregate book value of Indebtedness secured by such Mortgages exceeds 10% of Gross Asset Value. In addition to the Indebtedness foregoing limitations, the aggregate value of such Unconsolidated Affiliate, the Investments subject to the limitations in the preceding clauses (i) through (v) shall be used in calculating such investment limitationnot exceed 35% of Gross Asset Value.
Appears in 1 contract
Permitted Investments. The Parent (a) From the Agreement Date through and including September 30, 2011, the “Initial Investment Period”), the Borrower shall not, and shall not permit any Loan Party other Obligor or other Subsidiary any of their Subsidiaries to, directly or indirectly, acquire, make an or purchase any Investment, or permit any Investment of such Person to be outstanding on and after the Agreement Date, other than the following:
(i) Investments in Subsidiaries and Unconsolidated Affiliates in existence on the Agreement Date and disclosed on Part I of Schedule 6.1(b);
(ii) Investments in Cash Equivalents;
(iii) Investments to acquire Equity Interests of a Subsidiary or any other Person who after giving effect to such acquisition would be a Subsidiary, so long as in each case (A) immediately after giving effect to such Investment, no Default or Event of Default is or would be in existence and (B) the terms and conditions set forth in Section 7.12 with respect to such Subsidiary, if any, are satisfied; and
(iv) Investments in properties that are primarily office properties.
(b) Following the Initial Investment Period, in addition to the Investments permitted in clause (a) above, the Borrower, and any other Obligor or any Subsidiary of the Borrower or any other Obligor, shall be permitted to make any Investment in or otherwise own or hold the following items which would cause items, provided that the aggregate value of Investments such holdings of the ParentBorrower, such Subsidiaries and the other Obligors so acquired shall not exceed the percentage of Total Asset Value set forth below at any time:
(i) Investments in Unconsolidated Affiliates shall not exceed fifteen percent (15%) of Total Asset Value;
(ii) Investments in Mortgage Receivables shall not exceed five percent (5%) of Total Asset Value;
(iii) the aggregate Construction Budget for Construction-in-Process shall not exceed fifteen percent (15%) of Total Asset Value;
(iv) Investments made in properties that are not primarily office properties or Unimproved Land shall not exceed five percent (5%) of Total Asset Value;
(v) Investments in respect of Equity Interests (other than Equity Interests of Subsidiaries or Unconsolidated Affiliates) shall not exceed five percent (5%) of Total Asset Value; and
(vi) Investments in respect of Unimproved Land shall not exceed five percent (5%) of Total Asset Value.
(c) Notwithstanding the Investments permitted under clause (b) above, in no event shall the aggregate value of the holdings of the Borrower, any other Loan Party or other Subsidiary Obligor and their Subsidiaries in the following items to exceed 30% Investments described in clause (b) above exceed, in the aggregate, twenty percent (20%) of Total Asset Value at any time. For the purposes of this Section 9.3, a Property shall be considered Construction-in-Process until the issuance of a permanent certificate of occupancy for such Property or phase thereof.
(d) For the purposes of this Section 9.3, the Investment of the Parent’s Gross Asset Value:
Borrower or the REIT Guarantor in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) unimproved real estate;
Borrower’s Share of Construction-in-Process of their Unconsolidated Affiliates, plus (ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor Borrower’s Share of the Parent, the Borrower, any other Loan Party Investments valued at the lower of GAAP book value or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “market value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.
Appears in 1 contract
Samples: Credit Agreement (Wells Core Office Income Reit Inc)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own own, the following items which would cause the aggregate value of Investments such holdings of such Persons to exceed the following percentages of the Parent, the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s 's Gross Asset Value:
: unimproved and undeveloped raw land (iwhich shall not include any such land acquired less than eighteen (18) unimproved real estate;
months previously and which is to become a Development Property within eighteen (ii18) Common months of its acquisition), such that the aggregate book value of all such land exceeds ten percent (10%) of the Borrower's Gross Asset Value; common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
, such that the aggregate book value of such interests exceeds five percent (iii5%) Mortgages in favor of the ParentBorrower's Gross Asset Value; Investments in Unconsolidated Affiliates, such that the aggregate value of such Investments in Unconsolidated Affiliates, exceeds ten percent (10%) of the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates's Gross Asset Value. For purposes of this clause (viii), the “"value” " of any such Investment in an Unconsolidated Affiliate shall be determined equal (1) with respect to any of such Unconsolidated Affiliate's CIP, the Borrower's Ownership Share of such CIP as of the date of determination and (2) with respect to any of such Unconsolidated Affiliate's Properties which have been completed, the Borrower's Ownership Share of the Operating Property Value for each Property of such Unconsolidated Affiliate; and 78 Mortgages in favor of the manner set forth in subsection Borrower or any Subsidiary of the Borrower, such that the aggregate book value of Indebtedness secured by such Mortgages exceeds five percent (f5%) of the definition of “Borrower's Gross Asset Value”. In addition to the foregoing, ; the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties plus Major Redevelopment Properties in which the Parent Borrower either has a direct or indirect ownership interest shall not exceed 30% fifteen percent (15%) of the Borrower's Gross Asset Value. If a Development Property or Redevelopment Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, 's or such Subsidiary’s 's Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or Redevelopment Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary (including, without limitation, as a general partner of such Unconsolidated Affiliate) relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation. provided, further, that, in addition to the foregoing limitations, the aggregate value of the Investments and other items subject to the limitations in the preceding clauses (i) through (v) shall not exceed twenty percent (20%) of the Borrower's Gross Asset Value. Total Assets of Non-Wholly Owned Subsidiaries. Borrower shall not permit aggregate Gross Asset Value, determined with respect to all Subsidiaries that are not Wholly Owned Subsidiaries to exceed fifteen percent (15%) of the Gross Asset Value.
Appears in 1 contract
Samples: Credit Agreement (Equity One Inc)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own own, the following items which would cause the aggregate value of Investments such holdings of such Persons to exceed the following percentages of the Parent, the Borrower, ’s Total Asset Value at any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Valuetime:
(i) unimproved real estateFirst Mortgage Receivables and Mezzanine Debt Investments (excluding First Mortgage Receivables and Mezzanine Debt Investments made to consolidated Subsidiaries), such that the aggregate book value of Indebtedness secured by such First Mortgage Receivables and Mezzanine Debt exceeds ten percent (10%) of the Borrower’s Total Asset Value;
(ii) Common the aggregate amount of the Total Budgeted Costs for Development Properties, plus Redevelopment Properties in which the Borrower either has a direct or indirect ownership interest shall not exceed twenty percent (20%) of the Borrower’s Total Asset Value. If a Development Property or Redevelopment Property is owned by an Unconsolidated Affiliate of Borrower or any Subsidiary, the product of (A) the Borrower’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate, and (B) the amount of the Total Budgeted Costs for such Development Property or Redevelopment Property, shall be used in calculating such investment limitation.
(1) the aggregate value of the items subject to the limitations in the preceding clauses (i) and (ii); plus (2) the aggregate value of all Unimproved Land; plus (3) the aggregate value of Equity Interests in Unconsolidated Affiliates (which “value” of any such Equity Interests in an Unconsolidated Affiliate shall equal (A) with respect to any of such Unconsolidated Affiliate’s CIP, the Borrower’s Ownership Share of such CIP as of the date of determination, and (B) with respect to any of such Unconsolidated Affiliate’s Properties which have been completed, the Borrower’s Ownership Share of the Total Asset Value for each Property of such Unconsolidated Affiliate); plus (4) the aggregate book value of common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor , calculated on the lower of the Parent, the Borrower, any other Loan Party cost or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationmarket.
Appears in 1 contract
Samples: Loan Agreement (Equity One, Inc.)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments of the Parent, the Neither Borrower, TMC nor any other Loan Party of their respective Subsidiaries shall directly or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Valueindirectly make or own any Investment except:
(i) unimproved real estateInvestments in Cash and Cash Equivalents;
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest Investments by TMC in trust, membership interest the Borrower and by Borrower in limited liability companies and other Equity Interests in Persons (other than consolidated the Borrower’s Subsidiaries and Unconsolidated the Borrower’s Affiliates);
(iii) Mortgages Investments received in favor connection with the bankruptcy or reorganization of suppliers and lessees and in settlement of delinquent obligations of, and other disputes with, lessees and suppliers arising in the Parent, the Borrower, any other Loan Party or any Subsidiaryordinary course of business;
(iv) Investments by Borrower and its Subsidiaries (A) in any individual Real Property which, at the time made, do not exceed seventeen and one-half percent (17.5%) of the Capitalization Value after giving effect to such Investments, (B) in a single Person owning, directly or indirectly, a portfolio of Properties which, at the time made, do not exceed thirty percent (30%) of the Capitalization Value after giving effect to such Investments, it being understood that are no Investment in any individual Person will be permitted if the Borrower’s allocable share of the Investment of such Person in any individual Real Property would exceed the limitation described in clause (A) hereinabove or (C) in any Limited Minority Holdings that do not Wholly Owned Subsidiariesin the aggregate, together with all other Investments in Limited Minority Holdings, cause the portion of Capitalization Value attributable to Limited Minority Holdings of the Borrower and its Consolidated Subsidiaries to exceed 25% of Capitalization Value (it being understood that, in the case of clauses (A) and (B) above, any increase in the value of an Investment or a decline in the Capitalization Value following the consummation of such Investment shall be disregarded for purposes of determining compliance with this clause (iv));
(v) Investments held as of the Closing Date;
(vi) any Investment permitted under clause (b) of this Section 9.11;
(vii) Investments (whether owned as of the Closing Date or thereafter) either directly or in any Person primarily engaged in any business unrelated to Borrower’s Business, which individually or in the aggregate do not exceed five percent (5%) of Capitalization Value (it being understood that any increase in the value of an Investment or a decline in the Capitalization Value following the consummation of such Investment shall be disregarded for purposes of determining compliance with this clause (vii)); and
(vviii) Unconsolidated Affiliates. For purposes Investments in bonds, notes, debentures, and other debt instruments which are not convertible into equity Securities and have ratings of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct AAA by S&P or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned Aaa by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationMxxxx’x.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Mills Corp)
Permitted Investments. The Parent Consolidated Group’s activities shall be limited to acquiring commercial properties, holding the Consolidated Group's interests in Concord, CDH CCO, LLC, National Union Fire Insurance Company of Vermont and the Borrower shall notany other future insurance captive, providing Mortgage Notes Receivable, engaging in construction activities and shall not permit any Loan Party or other Subsidiary to, make an Investment business activities and investments incidental thereto (including Investments in or otherwise own Marketable Securities) except that the following items which would cause additional Investments (“Permitted Investments”) shall also be permitted so long as the aggregate value of the Permitted Investments under each of the Parentfollowing clauses (i) through (v), the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% tested as of the Parentlast day of any fiscal quarter based on Borrower’s Gross compliance certificate for such quarter, shall not exceed the individual percentage of Total Asset Value limits stated in such clause and the aggregate value of the Permitted Investments under all such clauses on a combined basis shall not at any time exceed twenty-five percent (25%) of Total Asset Value:
(i) unimproved real estateUnimproved Land (other than land included in the definition of Development Projects) -- (valued at undepreciated GAAP book value, after taking into account any impairments) -- five percent (5%) of Total Asset Value;
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest Investments in trust, membership interest in limited liability companies and other Equity Interests in Persons Investment Affiliates (other than consolidated Subsidiaries and Unconsolidated Affiliates)valued at the portion of Total Asset Value attributable to such entity or its assets as the case may be) -- fifteen percent (15%) of Total Asset Value;
(iii) Mortgages in favor Development Projects (valued at undepreciated GAAP book value, after taking into account any impairments) -- fifteen percent (15%) of the Parent, the Borrower, any other Loan Party or any SubsidiaryTotal Asset Value;
(iv) Subsidiaries that are not Wholly Owned SubsidiariesMortgage Note Receivables (valued at undepreciated GAAP book value, after taking into account any impairments) -- five percent (5%) of Total Asset Value; and
(v) Unconsolidated Affiliates. For purposes of this clause Non-Core Properties, not including properties, or interests in properties included in subsection (vi), (iii) or (iv) above (valued at undepreciated GAAP book value, after taking into account any impairments) -- five percent (5%) of Total Asset Value. Notwithstanding anything to the “value” of any such Investment in an Unconsolidated Affiliate contrary contained herein, the Sacramento Project shall not be determined in subject to the manner limitations set forth in subsection (f) this Section 6.19, or be included in, the calculation of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationPermitted Investments limitations.
Appears in 1 contract
Samples: Term Loan Credit Agreement (InvenTrust Properties Corp.)
Permitted Investments. The Parent and the Borrower Loan Parties shall not, and shall not permit any Loan Party or other Subsidiary to, make any Investment, except that such Persons may make any Investment subject to the limitations set forth below: Wholly Owned Raw Land No Wholly Owned Raw Land shall be acquired if the Value represented by such Investment, together with all Wholly Owned Raw Land then owned by the Parent and its Subsidiaries, exceeds 5% of total Value (including such Wholly Owned Raw Land). Individual GGP Properties No individual GGP Property or Equity Interests in a Person owning an individual GGP Property shall be acquired without the consent of the Administrative Agent and the Requisite Lenders if the Value represented by such Investment exceeds 25% of total Value (including such GGP Property). Equity Interests of Joint Ventures in which the Parent or otherwise own any Wholly-Owned Subsidiary is not a general partner or managing member All such Equity Interests owned as of the following items Closing Date and set forth on Schedule 9.02 shall be permitted. No such Equity Interests shall be acquired without the consent of the Administrative Agent and the Requisite Lenders if the Value of such Investment, together with all other such Equity Interests then owned by the Parent and its Subsidiaries that is acquired after the Closing Date exceeds 5% of total Value (including such Equity Interests). Equity Interests of Joint Ventures in which would cause the aggregate value Parent or any Wholly-Owned Subsidiary is a general partner or managing member No such Equity Interests shall be acquired without the consent of Investments the Administrative Agent and the Requisite Lenders if the Value of such Investment, together with all other such Equity Interests then owned by the Parent and its Subsidiaries, exceeds 55% of total Value (including such Equity Interests). Real Property Under Construction The Value of all Real Property Under Construction shall not, at any given time, exceed 10% of total Value (including such Real Property Under Construction). First lien priority Mortgage Loans acquired by the Parent, the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% Borrowers and their respective Subsidiaries The Value of the Parent’s Gross Asset Value:
(i) unimproved real estate;
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor of the Parent, the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any all such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest Mortgage Loans shall not exceed 305% of the Gross Asset total Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.
Appears in 1 contract
Permitted Investments. The Parent Consolidated Group’s activities shall be limited to acquiring commercial properties, holding the Consolidated Group’s interests in Concord, CDH CCO, LLC, National Union Fire Insurance Company of Vermont and the Borrower shall notany other future insurance captive, providing Mortgage Notes Receivable, engaging in construction activities and shall not permit any Loan Party or other Subsidiary to, make an Investment business activities and investments incidental thereto (including Investments in or otherwise own Marketable Securities) except that the following items which would cause additional Investments (“Permitted Investments”) shall also be permitted so long as the aggregate value of the Permitted Investments under each of the Parentfollowing clauses (i) through (v), the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% tested as of the Parentlast day of any fiscal quarter based on Borrower’s Gross compliance certificate for such quarter, shall not exceed the individual percentage of Total Asset Value limits stated in such clause and the aggregate value of the Permitted Investments under all such clauses on a combined basis shall not at any time exceed twenty-five percent (25%) of Total Asset Value:
(i) unimproved real estateUnimproved Land (other than land included in the definition of Development Projects) — (valued at undepreciated GAAP book value, after taking into account any impairments) — five percent (5%) of Total Asset Value;
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest Investments in trust, membership interest in limited liability companies and other Equity Interests in Persons Investment Affiliates (other than consolidated Subsidiaries and Unconsolidated Affiliates)valued at the portion of Total Asset Value attributable to such entity or its assets as the case may be) — fifteen percent (15%) of Total Asset Value;
(iii) Mortgages in favor Development Projects (valued at undepreciated GAAP book value, after taking into account any impairments) — fifteen percent (15%) of the Parent, the Borrower, any other Loan Party or any SubsidiaryTotal Asset Value;
(iv) Subsidiaries that are not Wholly Owned SubsidiariesMortgage Note Receivables (valued at undepreciated GAAP book value, after taking into account any impairments) — five percent (5%) of Total Asset Value; and
(v) Unconsolidated Affiliates. For purposes of this clause Non-Core Properties, not including properties, or interests in properties included in subsection (vi), (iii) or (iv) above (valued at undepreciated GAAP book value, after taking into account any impairments) — five percent (5%) of Total Asset Value. Notwithstanding anything to the “value” of any such Investment in an Unconsolidated Affiliate contrary contained herein, the Sacramento Project shall not be determined in subject to the manner limitations set forth in subsection (f) this Section 6.19, or be included in, the calculation of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationPermitted Investments limitations.
Appears in 1 contract
Samples: Term Loan Credit Agreement (InvenTrust Properties Corp.)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit the Borrower, any Loan Party or any other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Total Asset ValueValue at any time:
(i) unimproved real estate;
Investments (iiA) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor of the Parent, the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries, in Unconsolidated Affiliates and in Consolidated Affiliates, such that the aggregate book value of such Investments exceeds 35.0% of Total Asset Value and (B) in Unconsolidated Affiliates, such that the aggregate book value of such Investments exceeds 20.0% of Total Asset Value;
(ii) Investments in Equity Interests in Persons that are not Subsidiaries or Unconsolidated Affiliates, such that the aggregate value of such Investments calculated on the basis of the lower of cost or market exceeds 5.0% of Total Asset Value;
(iii) Mortgage Receivables, such that the aggregate book value of such Mortgage Receivables exceeds 5.0% of Total Asset Value at any time; and
(viv) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30such that the aggregate amount thereof exceeds 7.50% of the Gross Total Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s's, the Borrower’s, 's or such Subsidiary’s 's Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated AffiliateProperty, shall be used in calculating such investment limitation; and
(v) Ownership of, or Investments in, Properties that are not office properties such that the aggregate GAAP book value thereof exceeds 5.0% of Total Asset Value. In addition to the foregoing limitations, the aggregate value of all of the items subject to any of the limitations in the preceding clauses (ii) through (v) shall not exceed 15.0% of Total Asset Value.
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Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party the Borrower or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings (for purposes of this Section 9.1 the value of the Parentholdings described in items (i) through (v) shall be calculated in accordance with GAAP, and the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% value of the Parent’s holdings described in item (iv) shall be the lower of cost or market) of such Persons to at any time exceed thirty five percent (35%) of Gross Asset Value:
(i) unimproved real estateestate (for purposes of this clause (i) unimproved real estate shall not include (w) raw land subject to a ground lease under which the Borrower or a Subsidiary is the lessor and a Person not an Affiliate is the lessee; (x) Properties under development; (y) land subject to a binding contract of sale under which the Borrower or one of its Subsidiaries is the seller and the buyer is not an Affiliate of Borrower and (z) out-parcels held for lease or sale at Properties which are either completed or where development has commenced);
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons developed real estate used primarily for non-retail purposes (other than consolidated Subsidiaries and Unconsolidated Affiliatesthe real estate located at CBL Center, 0000 Xxxxxxxx Xxxxx Boulevard, Chattanooga, Tennessee);
(iii) Mortgages Investments in favor Unconsolidated Affiliates of the Borrower or the Parent, the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries Investments in Persons that are not Wholly Owned Subsidiariesneither Subsidiaries nor Unconsolidated Affiliates of the Borrower or the Parent (excluding Investments in the publicly traded stock of any company whose primary business is real estate development, whose stock is acquired in connection with Borrower's acquisition, or intended acquisition, of a controlling interest in such company); and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment Mortgages in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) favor of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the greater of Loan Party (1) the product of other than (A) Mortgages securing Indebtedness owed to the Parent’sBorrower or any Subsidiary on September 30, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate 2002 and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of Mortgages on assets owned by the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationany Subsidiary).
Appears in 1 contract
Samples: Unsecured Term Loan Agreement (CBL & Associates Properties Inc)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party the Borrower or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Asset Value:
(i) unimproved real estateestate such that the aggregate book value of all such unimproved real estate exceeds 10% of Gross Asset Value (for purposes of this clause (i) unimproved real estate shall not include (w) raw land subject to a ground lease under which the Borrower or a Subsidiary is the lessor and a Person not an Affiliate is the lessee; (x) Properties under development; (y) land subject to a binding contract of sale under which the Borrower or one of its Subsidiaries is the seller and the buyer is not an Affiliate of Borrower and (z) out-parcels held for lease or sale at Properties which are either completed or where development has commenced);
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons developed real estate used primarily for non-retail purposes (other than consolidated Subsidiaries and Unconsolidated Affiliatesthe real estate located at CBL Center, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee), such that the aggregate book value of such real estate exceeds 10% of Gross Asset Value;
(iii) Investments in Unconsolidated Affiliates of the Borrower or the Parent, such that the value of such Investments, determined in accordance with GAAP, exceeds 20% of Gross Asset Value;
(iv) Investments in Persons that are neither Subsidiaries nor Unconsolidated Affiliates of the Borrower or the Parent, such that the book value of such Investments, determined in accordance with GAAP, exceeds 10% of Gross Asset Value; provided, however, this clause (iv) shall not apply to Investments in any Person whose Equity Interests are publicly traded and in which the Parent or the Borrower is attempting to acquire a controlling interest but only to the extent the aggregate value of such Investments under this clause (iv), determined on the basis of lower of cost or market value, does not exceed 10% of Gross Asset Value (the aggregate amount of such excess to be subject to this subsection (f)); or
(v) Mortgages in favor of the Parent, the Borrower, Borrower or any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of than (A) Mortgages securing Indebtedness owed to the Parent’s, the Borrower’s, Borrower or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate any Subsidiary on September 30,2002 and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of Mortgages on assets owned by the Parent, the Borrower or any Subsidiary), such Subsidiary relating that the aggregate book value of Indebtedness secured by such Mortgages exceeds 10% of Gross Asset Value. In addition to the Indebtedness foregoing limitations, the aggregate value of such Unconsolidated Affiliate, the Investments subject to the limitations in the preceding clauses (i) through (v) shall be used in calculating such investment limitationnot exceed 35% of Gross Asset Value.
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Permitted Investments. The Parent (a) From the Agreement Date through and including the date that is nine (9) months after the Agreement Date (the “Initial Investment Period”), the Borrower shall not, and shall not permit any Loan Party other Obligor or other Subsidiary any of their Subsidiaries to, directly or indirectly, acquire, make an or purchase any Investment, or permit any Investment of such Person to be outstanding on and after the Agreement Date, other than the following:
(i) Investments in Subsidiaries and Unconsolidated Affiliates in existence on the Agreement Date and disclosed on Part I of Schedule 6.1(b);
(ii) Investments in Cash Equivalents;
(iii) Investments to acquire Equity Interests of a Subsidiary or any other Person who after giving effect to such acquisition would be a Subsidiary, so long as in each case (A) immediately after giving effect to such Investment, no Default or Event of Default is or would be in existence and (B) the terms and conditions set forth in Section 7.12 with respect to such Subsidiary, if any, are satisfied; and
(iv) Investments in properties that are primarily office properties.
(b) Following the Initial Investment Period, in addition to the Investments permitted in clause (a) above, the Borrower, and any other Obligor or any Subsidiary of the Borrower or any other Obligor, shall be permitted to make any Investment in or otherwise own or hold the following items which would cause items, provided that the aggregate value of Investments such holdings of the ParentBorrower, such Subsidiaries and the other Obligors so acquired shall not exceed the percentage of Total Asset Value set forth below at any time:
(i) Investments in Unconsolidated Affiliates shall not exceed fifteen percent (15%) of Total Asset Value;
(ii) Investments in Mortgage Receivables shall not exceed five percent (5%) of Total Asset Value;
(iii) the aggregate Construction Budget for Construction-in-Process shall not exceed fifteen percent (15%) of Total Asset Value;
(iv) Investments made in properties that are not primarily office properties shall not exceed five percent (5%) of Total Asset Value;
(v) Investments in respect of Equity Interests (other than Equity Interests of Subsidiaries or Unconsolidated Affiliates) shall not exceed five percent (5%) of Total Asset Value.
(c) Notwithstanding the Investments permitted under clause (b) above, in no event shall the aggregate value of the holdings of the Borrower, any other Loan Party or other Subsidiary Obligor and their Subsidiaries in the following items to exceed 30% Investments described in clause (b) above exceed, in the aggregate, twenty percent (20%) of Total Asset Value at any time. For the purposes of this Section 9.3, a Property shall be considered Construction-in-Process until the issuance of a permanent certificate of occupancy for such Property or phase thereof.
(d) For the purposes of this Section 9.3, the Investment of the Parent’s Gross Asset Value:
Borrower or the REIT Guarantor in any Unconsolidated Affiliates will equal (without duplication) the sum of (i) unimproved real estate;
Borrower’s Share of Construction-in-Process of their Unconsolidated Affiliates, plus (ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor Borrower’s Share of the Parent, the Borrower, any other Loan Party Investments valued at the lower of GAAP book value or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “market value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.
Appears in 1 contract
Samples: Credit Agreement (Wells Core Office Income Reit Inc)
Permitted Investments. (a) The Parent and the Borrower shall notnot make any Investment in or otherwise own, and shall not permit the Borrower, any Loan Party other Guarantor or any other Subsidiary to, to make an Investment in or otherwise own own, the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any Borrower and the other Loan Party or other Subsidiary in Subsidiaries to exceed the following items to exceed 30% percentages of the Parent’s 's Gross Asset Value:
(i) unimproved real estate, such that the aggregate book value of all such unimproved real estate exceeds 10% of the Parent's Gross Asset Value;
(ii) Common stock, Preferred Stockpreferred stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies stock and other Equity Interests equity interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates)Affiliates that are corporations, such that the aggregate value of such interests calculated on the basis of the lower of cost or market, exceeds 5% of the Parent's Gross Asset Value;
(iii) Mortgages in favor of the Parent, the Borrower, Borrower or any other Loan Party or any Subsidiary, such that the aggregate book value of Indebtedness secured by such Mortgages exceeds 5% of the Parent's Gross Asset Value;
(iv) Subsidiaries Investments in partnerships, joint ventures and other non-corporate Persons accounted for on an equity basis (determined in accordance with GAAP), such that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliatesthe aggregate value of such Investments exceeds 15% of the Parent's Gross Asset Value. For purposes of this clause (viv), the “"value” " of any such Investment in an Unconsolidated Affiliate such a non-corporate Person shall be determined in equal (1) with respect to any of such Person's Properties under construction, the manner set forth in subsection (f) Parent's pro rata share of the definition book value of “Gross Asset Value”. Construction in Process for such Property as of the date of determination and (2) with respect to any of such Person's Properties which have been completed, the Parent's pro rata share of Capitalized EBITDA of such Person attributable to such Properties; and In addition to the foregoingforegoing limitations, the aggregate value of the Investments subject to the limitations in the preceding clauses (i) through (iv) shall not exceed 25% of the Parent's Gross Asset Value. Additionally, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 3020% of the Parent's Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Consolidated Subsidiary, then the greater of (1) the product of (A) the Parent’s's, the Borrower’s, 's or such Consolidated Subsidiary’s Ownership Share 's ownership interest in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Consolidated Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.
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Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Total Asset ValueValue at any time:
(i) unimproved real estateUnimproved Land (which shall not include any Development Property) such that the aggregate GAAP book value thereof exceeds five percent (5%) of Total Asset Value;
(ii) Common stock, Preferred StockEquity Interests, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests equity interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), such that the aggregate value of such interests calculated on the basis of the lower of cost or market, exceeds five percent (5%) of Total Asset Value;
(iii) Mortgages in favor Traditional Mortgage Receivables and notes receivable, such that the aggregate GAAP book value thereof exceeds ten percent (10%) of the Parent, the Borrower, any other Loan Party or any SubsidiaryTotal Asset Value;
(iv) Subsidiaries Investments in Unconsolidated Affiliates, such that are not Wholly Owned Subsidiariesthe aggregate value of such Investments (determined in accordance with GAAP) in Unconsolidated Affiliates exceeds fifteen percent (15%) of Total Asset Value; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties Assets in which the Parent Spirit REIT and its Subsidiaries either has a direct or indirect ownership interest shall not exceed 30% such that the aggregate GAAP book value thereof exceeds ten percent (10%) of the Gross Total Asset Value. If a Development Property Asset is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Spirit REIT or any other Subsidiaryof its Subsidiaries, then the greater value of such Development Asset for the purposes of this clause shall equal the product of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget GAAP book value for such Development Property or Hybrid Asset, as applicable, and (2) the recourse obligations of Spirit REIT’s applicable Ownership Share thereof. In addition to the Parentforegoing limitations, the Borrower or such Subsidiary relating to the Indebtedness aggregate value of such Unconsolidated Affiliate(i), (ii), (iii) (iv) and (v) shall be used in calculating such investment limitationnot exceed thirty percent (30%) of Total Asset Value at any time.
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Permitted Investments. (i) The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an any Investment in or otherwise own the following items which would cause the aggregate value of such holdings of the Borrower and such other Subsidiaries to exceed 20.0% of Gross Asset Value at any time (or in the case of promissory notes and marketable securities described in subsection (D) below to exceed 10.0% of Gross Asset Value at any time):
(A) Development Properties valued at book value, Condominium Properties valued at their Condominium Property Value, and Renovation Properties valued at their Renovation Property Value;
(B) Properties that are developed but that are not Multifamily Properties, with value based on the lower of cost or market price determined in accordance with GAAP;
(C) raw land, valued at current book value;
(D) promissory notes, including any secured by a Mortgage, payable solely to any member of the Consolidated Group and the obligors of which are not Affiliates of the Borrower, and all marketable securities, with value based on the lower of cost or market price determined in accordance with GAAP; and
(E) Investments in Multifamily REIT Preferred Interests; provided, however, such Investments must be acquired or otherwise made in connection with the acquisition of a portfolio of Multifamily Properties or a series of Multifamily Properties. Solely for purposes of this subsection (e), a Development Property on which construction has been substantially completed will no longer be considered to be a Development Property.
(ii) The Borrower shall not, and shall not permit any Subsidiary to, make any Investment in Unconsolidated Affiliates and other Persons that, in each case, are not Subsidiaries which would cause the aggregate value (with the value thereof determined in a manner consistent with the definition of Gross Asset Value or, if not contemplated under the definition of Gross Asset Value, as determined in accordance with GAAP) of such Investments of the Parent, Borrower and such other Subsidiaries to exceed 20.0% of Gross Asset Value at any time.
(h) The Credit Agreement is amended by deleting Section 9.4(a) in its entirety and replacing it with the Borrower, following:
(a) any of the actions described in the immediately preceding clauses (i) through (iii) may be taken with respect to any Subsidiary or any other Loan Party (other than the Borrower) so long as immediately prior to the taking of such action, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would exist; notwithstanding the foregoing, a Loan Party (other Subsidiary than the Borrower) may enter into a transaction of merger pursuant to which such Loan Party is not the survivor of such merger only if (i) the Borrower shall have given the Administrative Agent and the Lenders at least 10 Business Days’ prior written notice of such merger, such notice to include a certification to the effect that immediately after and after giving effect to such action, no Default or Event of Default is or would be in existence; provided that if the following items survivor of such merger is (or is to exceed 30% become) a Loan Party, then such notice and certification may be given within 5 Business Days after the consummation of such merger; (ii) if the Parent’s Gross Asset Value:survivor entity is Person that is required to become a Guarantor pursuant to Section 7.13, the Borrower complies with the requirements of Section 7.13. within the time period provided in such Section; and (iii) such Loan Party and the survivor entity each takes such other action and delivers such other documents, instruments, opinions and agreements as the Administrative Agent may reasonably request;
(i) unimproved real estate;
(iiThe Credit Agreement is amended by deleting Section 9.10(b) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies its entirety and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor of replacing it with the Parent, the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.following:
Appears in 1 contract
Samples: Credit Agreement (UDR, Inc.)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Asset Value:
(i) unimproved real estateProperties that are not industrial properties or office properties exceeds 5% of Gross Asset Value;
(ii) unimproved real estate, such that the aggregate value of all such unimproved real estate calculated on the basis of the lower of cost or market, exceeds 5% of Gross Asset Value;
(iii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), such that the aggregate value of such interests calculated on the basis of the lower of cost or market, exceeds 5% of Gross Asset Value;
(iiiiv) Mortgages in favor of the Parent, the Borrower, or any other Loan Party or any SubsidiaryParty, such that the aggregate book value of Indebtedness secured by such Mortgages exceeds 5% of Gross Asset Value;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Investments in Unconsolidated Affiliates, such that the aggregate value of such Investments in Unconsolidated Affiliates, exceeds 20% of Gross Asset Value. For purposes of this clause (viv), the “"value” " of any such Investment in an Unconsolidated Affiliate shall be equal (1) with respect to any of such Unconsolidated Affiliate's Properties under construction, the Parent's Ownership Share of the book value of construction in process for such Property as of the date of determination and (2) with respect to any of such Unconsolidated Affiliate's Properties which have been completed, the Parent's Ownership Share of Capitalized EBITDA of such Unconsolidated Affiliate attributable to such Properties; provided, however, with respect to the NOCHA Preferred Interest (as defined in the NOCHA Letter Agreement), so long as paragraph 3 of the NOCHA Letter Agreement is not then applicable, the book value of such interest determined in accordance with GAAP shall be the manner set forth in subsection "value" of such Investment for purposes of this clause (fv); and
(vi) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties or Redevelopment Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 3015% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, 's or such Subsidiary’s 's Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2) the recourse obligations of the Parent, the Borrower Parent or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation; provided, further, that, in addition to the foregoing limitations, the aggregate value of the Investments subject to the limitations in the preceding clauses (i) through (vi) shall not exceed 30% of Gross Asset Value. If an Investment is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the product of (A) the Parent's, the Borrower's, or such other Subsidiary's Ownership Share in such Unconsolidated Affiliate and (B) the amount of such Investment, shall be used in calculating such investment limitation.
Appears in 1 contract
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments of the Parent, the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Value:
Owner Trustee agrees that (i) unimproved real estate;
so long as the Trust Indenture has not been duly discharged, any profit, income, interest, dividend or gain realized upon the maturity, sale or other disposition of any Permitted Investment made by the Indenture Trustee pursuant to Section 9.04 of the Trust Indenture, and paid to Lessee on behalf of the Owner Trustee by the Indenture Trustee in accordance with the terms of such Section 9.04, shall be entirely for the account of, and the sole property of, Lessee who, for such purposes, shall not be deemed to be acting as agent of the Owner Trustee, and Lessee shall have no obligation to pay over such profit, income, interest, dividend or gain to the Owner Trustee, (ii) Common stockany such profit, Preferred Stockincome, other capital stockinterest, beneficial interest in trustPARTICIPATION AGREEMENT [N603SW] -38- 44 dividend or gain not theretofore distributed shall, membership interest in limited liability companies upon discharge of the Trust Indenture, be paid by the Indenture Trustee to Lessee, unless instructed by the Owner Participant to distribute such funds to the Owner Participant or the Owner Trustee to the extent the Owner Participant or the Owner Trustee is owed any amounts under the Operative Agreements that have not been paid when due, and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor except to the extent the Owner Trustee or Owner Participant is owed any amounts under the Operative Agreements by Lessee and such amounts are not paid when due, the Owner Participant may cause the Indenture Trustee to distribute and apply such profit, income, interest, dividend or gain realized upon the maturity, sale or other disposition of investment of funds pursuant to Section 22.1 of the ParentLease, the Borrower, any other Loan Party in satisfaction or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) partial satisfaction of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationamounts so due.
Appears in 1 contract
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own own, the following items which would cause the aggregate value of Investments such holdings of such Persons to exceed the following percentages of the Parent, the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Value:
(i) unimproved real estateand undeveloped raw land (which shall not include any such land acquired less than eighteen (18) months previously and which is to become a Development Property within eighteen (18) months of its acquisition), such that the aggregate book value of all such land exceeds ten percent (10%) of the Borrower’s Gross Asset Value;
(ii) Common (A) common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates)) and/or (B) Marketable Securities of Borrower, such that the aggregate book value of such interests exceeds ten percent (10%) of the Borrower’s Gross Asset Value;
(iii) Mortgages Equity Interests in favor Unconsolidated Affiliates, such that the aggregate value of such Equity Interests in Unconsolidated Affiliates, exceeds fifteen percent (15%) of the Parent, the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates’s Gross Asset Value. For purposes of this clause (viii), the “value” of any such Investment Equity Interests in an Unconsolidated Affiliate shall be determined equal (1) with respect to any of such Unconsolidated Affiliate’s CIP, the Borrower’s Ownership Share of such CIP as of the date of determination and (2) with respect to any of such Unconsolidated Affiliate’s Properties which have been completed, the Borrower’s Ownership Share of the Operating Property Value for each Property of such Unconsolidated Affiliate;
(iv) Mortgages in favor of the manner set forth in subsection Borrower or any Subsidiary of the Borrower, such that the aggregate book value of Indebtedness secured by such Mortgages exceeds five percent (f5%) of the definition of “Borrower’s Gross Asset Value”. In addition to the foregoing, ; and
(v) the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties plus Major Redevelopment Properties in which the Parent Borrower either has a direct or indirect ownership interest shall not exceed 30% fifteen percent (15%) of the Borrower’s Gross Asset Value. If a Development Property or Redevelopment Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, ’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or Redevelopment Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary (including, without limitation, as a general partner of such Unconsolidated Affiliate) relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation. provided, further, that, in addition to the foregoing limitations, the aggregate value of the Investments and other items subject to the limitations in the preceding clauses (i) through (v) shall not exceed twenty-five percent (25%) of the Borrower’s Gross Asset Value.
Appears in 1 contract
Samples: Credit Agreement (Equity One, Inc.)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments of the Parent, the Neither Borrower, TMC nor any other Loan Party of their respective Subsidiaries shall directly or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Valueindirectly make or own any Investment except:
(i) unimproved real estateInvestments in Cash and Cash Equivalents;
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest Investments by TMC in trust, membership interest the Borrower and by Borrower in limited liability companies and other Equity Interests in Persons (other than consolidated the Borrower's Subsidiaries and Unconsolidated the Borrower's Affiliates);
(iii) Mortgages Investments received in favor connection with the bankruptcy or reorganization of suppliers and lessees and in settlement of delinquent obligations of, and other disputes with, lessees and suppliers arising in the Parent, the Borrower, any other Loan Party or any Subsidiaryordinary course of business;
(iv) Investments by Borrower and its Subsidiaries (A) in any individual Real Property which do not exceed seventeen and one-half percent (17.5%) of the Capitalization Value after giving effect to such Investments of the Borrower or (B) in a single Person owning a Property, or a portfolio of Properties, which do not exceed thirty percent (30%) of the Capitalization Value after giving effect to such Investments of the Borrower, it being understood that are no Investment in any individual Person will be permitted if the Borrower's allocable share of the Investment of such Person in any individual Real Property would exceed the limitation described in clause (A) hereinabove;
(v) Investments held as of the Closing Date;
(vi) any Investment permitted under CLAUSE (b) of this SECTION 9.11;
(vii) Investments (whether owned as of the Closing Date or thereafter) in the form of acquisitions, advances, loans or other contribution of cash or Property either directly or in any Person primarily engaged in any business unrelated to Borrower's business of acquiring, developing, re-developing, leasing and managing predominantly retail Real Properties with entertainment and mixed-use components and portfolios of like Real Properties and providing complementary ancillary services to retail Real Properties, including the acquisition of significant non-real estate assets or portfolio assets, which individually or in the aggregate do not Wholly Owned Subsidiariesexceed two and one-half percent (2.5%) of Capitalization Value (but not including any increase in the value of such Investments or a decline in the Capitalization Value following such Investments); and
(vviii) Unconsolidated Affiliates. For purposes Investments in bonds, notes, debentures, and other debt instruments which are not convertible into equity Securities and have ratings of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct AAA by S&P or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned Aaa by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationMoody's.
Appears in 1 contract
Permitted Investments. The Parent and (i) At no time prior to the Borrower Permitted Investments Threshold Date shall not, and shall not permit any of the Loan Party Parties or other Subsidiary to, any of their Subsidiaries make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Asset ValueValue at any such time:
(iA) unimproved real estate;
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates)Subsidiaries) such that the aggregate Book Value of such interests exceed 15% of Gross Asset Value;
(iiiB) Indebtedness secured by Mortgages in favor of the Parent, the Borrower, any other Loan Party Parent Guarantor or any Subsidiaryof its Subsidiaries such that the aggregate Book Value of such Indebtedness exceeds 20% of Gross Asset Value;
(ivC) Subsidiaries Redevelopment Properties having a value (based on the total budgeted construction costs for restoration or redevelopment) that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined exceeds in the manner set forth in subsection (f) aggregate 5% of the definition of “Gross Asset Value”; or
(D) Unimproved land such that the aggregate Book Value of all such unimproved land exceeds 2.5% of Gross Asset Value. In addition to the foregoingforegoing limitations, the aggregate amount Book Value (or, in the case of item (C), a value (based on the Construction Budgets for Development Properties in which total budgeted construction costs)) of items (A), (B), (C) and (D) above prior to the Parent either has a direct or indirect ownership interest Permitted Investments Threshold Date shall not exceed 3025% of Gross Asset Value.
(ii) At no time from and after the Permitted Investments Threshold Date shall any of the Loan Parties or any of their Subsidiaries make an Investment in or otherwise own the following items which would cause the aggregate value of such holdings of such Persons to exceed the following percentages of Gross Asset Value at any such time:
(A) New Properties and Redevelopment Properties such that the aggregate Book Value of all such Properties exceeds 25% of Gross Asset Value;
(B) Equity Interests in Persons (other than consolidated Subsidiaries) such that the aggregate Book Value of such interests exceeds 15% of Gross Asset Value;
(C) Properties that are subject to ground leases such that the aggregate Book Value of such Properties exceeds 15% of Gross Asset Value;
(D) Indebtedness secured by Mortgages in favor of the Parent Guarantor or any of its Subsidiaries such that the aggregate Book Value of such Indebtedness exceeds 10% of Gross Asset Value;
(E) Redevelopment Properties having a value (based on the total budgeted construction costs for restoration or redevelopment) that exceeds in the aggregate 5% of Gross Asset Value; or
(F) Unimproved land such that the aggregate Book Value of all such unimproved land exceeds 2.5% of Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of In addition to the Parentforegoing limitations, the Borroweraggregate Book Value (or, or any other Subsidiaryin the case of item (E), then a value (based on the greater total budgeted construction cost)) of items (1B), (C), (D), (E) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (BF) above from after the amount Permitted Investments Threshold Date shall not exceed 25% of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationGross Asset Value.
Appears in 1 contract
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary of the Parent to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in all such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Total Asset ValueValue at any time:
(i) unimproved real estateUnimproved Land (which shall not include any Development Property) such that the aggregate book value thereof exceeds 5.0% of Total Asset Value;
(ii) Common stock, Preferred StockEquity Interests, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests equity interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), such that the aggregate value of such interests calculated on the basis of the lower of cost or market, exceeds 5.0% of Total Asset Value;
(iii) Mortgages mezzanine loans and the aggregate book value of Mortgage Receivables in favor excess of the Parent, the Borrower, any other Loan Party or any Subsidiary5.0% of Total Asset Value;
(iv) Subsidiaries that are not Investments in Unconsolidated Affiliates of the Parent and non-Wholly Owned SubsidiariesSubsidiaries of the Parent, such that the aggregate value of such Investments (determined in accordance with GAAP) in Unconsolidated Affiliates and non-Wholly Owned Subsidiaries exceeds 20.0% of Total Asset Value; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30such that the aggregate amount thereof exceeds 5.0% of the Gross Total Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent or any Subsidiary of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, ’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation; provided, that, in addition to the foregoing limitations (x) the aggregate value of (i), (ii), (iii) and (v) shall not exceed 15.0% of Total Asset Value and (y) any Investment that is an Acquisition must be a Permitted Acquisition.
Appears in 1 contract
Samples: Credit Agreement (VEREIT Operating Partnership, L.P.)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Asset Value:
(i) unimproved real estateProperties that are not industrial properties or office properties exceeds 5% of Gross Asset Value;
(ii) unimproved real estate, such that the aggregate value of all such unimproved real estate calculated on the basis of the lower of cost or market, exceeds 5% of Gross Asset Value;
(iii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), such that the aggregate value of such interests calculated on the basis of the lower of cost or market, exceeds 5% of Gross Asset Value;
(iiiiv) Mortgages in favor of the Parent, the Borrower, or any other Loan Party or any SubsidiaryParty, such that the aggregate book value of Indebtedness secured by such Mortgages exceeds 5% of Gross Asset Value;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Investments in Unconsolidated Affiliates, such that the aggregate value of such Investments in Unconsolidated Affiliates, exceeds 20% of Gross Asset Value. For purposes of this clause (viv), the “"value” " of any such Investment in an Unconsolidated Affiliate shall be determined in equal (1) with respect to any of such Unconsolidated Affiliate's Properties under construction, the manner set forth in subsection (f) Parent's Ownership Share of the definition book value of “Gross Asset Value”. In addition construction in process for such Property as of the date of determination and (2) with respect to any of such Unconsolidated Affiliate's Properties which have been completed, the foregoing, Parent's Ownership Share of Capitalized EBITDA of such Unconsolidated Affiliate attributable to such Properties; and
(vi) the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties or Redevelopment Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 3015% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, 's or such Subsidiary’s 's Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2) the recourse obligations of the Parent, the Borrower Parent or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation; PROVIDED, FURTHER, that, in addition to the foregoing limitations, the aggregate value of the Investments subject to the limitations in the preceding clauses (i) through (vi) shall not exceed 30% of Gross Asset Value. If an Investment is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the product of (A) the Parent's, the Borrower's, or such other Subsidiary's Ownership Share in such Unconsolidated Affiliate and (B) the amount of such Investment, shall be used in calculating such investment limitation.
Appears in 1 contract
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own own, the following items which would cause the aggregate value of Investments such holdings of such Persons to exceed the following percentages of the Parent, the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Value:
(i) unimproved real estateand undeveloped raw land (which shall not include any such land acquired less than eighteen (18) months previously and which is to become a Development Property within eighteen (18) months of its acquisition), such that the aggregate book value of all such land exceeds ten percent (10%) of the Borrower’s Gross Asset Value;
(ii) Common (A) common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates)) and/or (B) Marketable Securities of Borrower, such that the aggregate book value of such interests exceeds ten percent (10%) of the Borrower’s Gross Asset Value;
(iii) Mortgages Investments in favor Unconsolidated Affiliates, such that the aggregate value of such Investments in Unconsolidated Affiliates, exceeds ten percent (10%) of the Parent, the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates’s Gross Asset Value. For purposes of this clause (viii), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined equal (1) with respect to any of such Unconsolidated Affiliate’s CIP, the Borrower’s Ownership Share of such CIP as of the date of determination and (2) with respect to any of such Unconsolidated Affiliate’s Properties which have been completed, the Borrower’s Ownership Share of the Operating Property Value for each Property of such Unconsolidated Affiliate;
(iv) Mortgages in favor of the manner set forth in subsection Borrower or any Subsidiary of the Borrower, such that the aggregate book value of Indebtedness secured by such Mortgages exceeds five percent (f5%) of the definition of “Borrower’s Gross Asset Value”. In addition to the foregoing, ; and
(v) the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties plus Major Redevelopment Properties in which the Parent Borrower either has a direct or indirect ownership interest shall not exceed 30% fifteen percent (15%) of the Borrower’s Gross Asset Value. If a Development Property or Redevelopment Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, ’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or Redevelopment Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary (including, without limitation, as a general partner of such Unconsolidated Affiliate) relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation. provided, further, that, in addition to the foregoing limitations, the aggregate value of the Investments and other items subject to the limitations in the preceding clauses (i) through (v) shall not exceed twenty percent (20%) of the Borrower’s Gross Asset Value.
Appears in 1 contract
Samples: Credit Agreement (Equity One Inc)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party the Borrower or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Asset Value:
(i) unimproved real estateestate such that the aggregate book value of all such unimproved real estate exceeds 10% of Gross Asset Value (for purposes of this clause (i) unimproved real estate shall not include (w) raw land subject to a ground lease under which the Borrower or a Subsidiary is the lessor and a Person not an Affiliate is the lessee; (x) Properties under development; (y) land subject to a binding contract of sale under which the Borrower or one of its Subsidiaries is the seller and the buyer is not an Affiliate of Borrower and (z) out-parcels held for lease or sale at Properties which are either completed or where development has commenced);
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons developed real estate used primarily for non-retail purposes (other than consolidated Subsidiaries and Unconsolidated Affiliatesthe real estate located at CBL Center, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee), such that the xxgregate book value of such real estate exceeds 10% of Gross Asset Value;
(iii) Investments in Unconsolidated Affiliates of the Borrower or the Parent, such that the value of such Investments, determined in accordance with GAAP, exceeds 20% of Gross Asset Value;
(iv) Investments in Persons that are neither Subsidiaries nor Unconsolidated Affiliates of the Borrower or the Parent, such that the book value of such Investments, determined in accordance with GAAP, exceeds 10% of Gross Asset Value; provided, however, this clause (iv) shall not apply to Investments in any Person whose Equity Interests are publicly traded and in which the Parent or the Borrower is attempting to acquire a controlling interest but only to the extent the aggregate value of such Investments under this clause (iv), determined on the basis of lower of cost or market value, does not exceed 10% of Gross Asset Value (the aggregate amount of such excess to be subject to this subsection (f)); or
(v) Mortgages in favor of the Parent, the Borrower, Borrower or any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of than (A) Mortgages securing Indebtedness owed to the Parent’sBorrower or any Subsidiary on September 30, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate 2002 and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of Mortgages on assets owned by the Parent, the Borrower or any Subsidiary), such Subsidiary relating that the aggregate book value of Indebtedness secured by such Mortgages exceeds 10% of Gross Asset Value. In addition to the Indebtedness foregoing limitations, the aggregate value of such Unconsolidated Affiliate, the Investments subject to the limitations in the preceding clauses (i) through (v) shall be used in calculating such investment limitationnot exceed 35% of Gross Asset Value.
Appears in 1 contract
Samples: Unsecured Credit Agreement (CBL & Associates Properties Inc)
Permitted Investments. (a) The Parent and the Borrower shall notnot make any Investment in or otherwise own, and shall not permit the Borrower, any Loan Party other Guarantor or any other Subsidiary to, to make an Investment in or otherwise own own, the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any Borrower and the other Loan Party or other Subsidiary in Subsidiaries to exceed the following items to exceed 30% percentages of the Parent’s 's Gross Asset Value:
(i) unimproved real estate, such that the aggregate book value of all such unimproved real estate exceeds 10% of the Parent's Gross Asset Value;
(ii) Common stock, Preferred Stockpreferred stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests equity interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), such that the aggregate value of such interests calculated on the basis of the lower of cost or market, exceeds 5% of the Parent's Gross Asset Value;
(iii) Mortgages in favor of the Parent, the Borrower, Borrower or any other Loan Party or any Subsidiary, such that the aggregate book value of Indebtedness secured by such Mortgages exceeds 5% of the Parent's Gross Asset Value;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Investments in Unconsolidated Affiliates, such that the aggregate value of such Investments exceeds 15% of the Parent's Gross Asset Value. For purposes of this clause (viv), the “"value” " of any such Investment in an Unconsolidated Affiliate such a non-corporate Person shall be determined in equal (1) with respect to any of such Person's Properties under construction, the manner set forth in subsection (f) Parent's Ownership Share of the definition book value of “Gross Asset Value”. Construction in Process for such Property as of the date of determination and (2) with respect to any of such Person's Properties which have been completed, the Parent's Ownership Share of Capitalized EBITDA of such Person attributable to such Properties; and In addition to the foregoingforegoing limitations, the aggregate value of the Investments subject to the limitations in the preceding clauses (i) through (iv) shall not exceed 25% of the Parent's Gross Asset Value. Additionally, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 3020% of the Parent's Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s's, the Borrower’s, 's or such Subsidiary’s 's Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.
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Permitted Investments. The Parent and the Borrower Loan Parties shall not, and shall not permit any Loan Party or other Subsidiary to, make an any Investment, except that such Persons may make any Investment in or otherwise own subject to the following items which would cause limitations set forth below: Wholly Owned Raw Land No Wholly Owned Raw Land shall be acquired if the aggregate value of Investments of Value represented by such Investment, together with all Wholly Owned Raw Land then owned by the ParentParent and its Subsidiaries, the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30exceeds 5% of the Parent’s Gross Asset Value:
total Value (i) unimproved real estate;
(ii) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other including such Wholly Owned Raw Land). Individual GGP Properties No individual GGP Property or Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor a Person owning an individual GGP Property shall be acquired without the consent of the Parent, Administrative Agent and the Borrower, any other Loan Party or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), Requisite Lenders if the “value” of any Value represented by such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection exceeds 25% of total Value (f) including such GGP Property). Equity Interests of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties Joint Ventures in which the Parent either has or any Wholly-Owned All such Equity Interests owned as of the Closing Date and set forth on Schedule 9.02 shall be permitted. No such Equity Interests shall be acquired without the consent of the Subsidiary is not a direct general partner or indirect ownership interest shall not exceed 30managing member Administrative Agent and the Requisite Lenders if the Value of such Investment, together with all other such Equity Interests then owned by the Parent and its Subsidiaries that is acquired after the Closing Date exceeds 5% of total Value (including such Equity Interests). Equity Interests of Joint Ventures in which the Gross Asset Value. If Parent or any Wholly-Owned Subsidiary is a Development Property is general partner or managing member No such Equity Interests shall be acquired without the consent of the Administrative Agent and the Requisite Lenders if the Value of such Investment, together with all other such Equity Interests then owned by an Unconsolidated Affiliate the Parent and its Subsidiaries, exceeds 55% of the Parent, the Borrower, or any other Subsidiary, then the greater of total Value (1) the product of (A) the Parent’s, the Borrower’s, or including such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationEquity Interests).
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Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments of the Parent, the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Value:
Owner Trustee agrees that (i) unimproved real estate;
so long as the Trust Indenture has not been duly discharged, any profit, income, interest, dividend or gain realized upon the maturity, sale or other disposition of any Permitted Investment made by the Indenture Trustee pursuant to Section 9.04 of the Trust Indenture, and paid to Lessee on behalf of the Owner Trustee by the Indenture Trustee in accordance with the terms of such Section 9.04, shall be entirely for the account of, and the sole property of, Lessee who, for such purposes, shall not be deemed to be acting as agent of the Owner Trustee, and Lessee shall have no obligation to pay over such profit, income, interest, dividend or gain to the Owner Trustee, (ii) Common stockany such profit, Preferred Stockincome, other capital stockinterest, beneficial interest in trustPARTICIPATION AGREEMENT [N602SW] -38- 44 dividend or gain not theretofore distributed shall, membership interest in limited liability companies upon discharge of the Trust Indenture, be paid by the Indenture Trustee to Lessee, unless instructed by the Owner Participant to distribute such funds to the Owner Participant or the Owner Trustee to the extent the Owner Participant or the Owner Trustee is owed any amounts under the Operative Agreements that have not been paid when due, and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor except to the extent the Owner Trustee or Owner Participant is owed any amounts under the Operative Agreements by Lessee and such amounts are not paid when due, the Owner Participant may cause the Indenture Trustee to distribute and apply such profit, income, interest, dividend or gain realized upon the maturity, sale or other disposition of investment of funds pursuant to Section 22.1 of the ParentLease, the Borrower, any other Loan Party in satisfaction or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) partial satisfaction of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationamounts so due.
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Permitted Investments. The Parent and the Borrower shall notnot make any Investment in or otherwise own, and shall not permit any Loan Party or other Subsidiary to, to make an any Investment in or otherwise own own, the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any each other Loan Party or other Subsidiary in Borrower and their Subsidiaries to exceed the following items to exceed 30% percentages of the Parent’s Gross Asset Value:
(iA) unimproved real estate;estate and predevelopment costs such that the aggregate value of all such unimproved real estate and predevelopment costs, calculated on the basis of cost, exceeds 5.0% of Gross Asset Value
(iiB) Common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests Investments in Persons (other than consolidated Subsidiaries Investments in Subsidiaries, Consolidated Affiliates and Unconsolidated Affiliates)) such that the aggregate value of such Investment calculated on the basis of cost exceeds 5.0% of Gross Asset Value;
(iiiC) Mortgages in favor of the Parent, the Borrower, any other Loan Party Borrower or any other Subsidiary;
, such that the aggregate amount of Indebtedness secured by such Mortgages exceeds 5.0% of Gross Asset Value (iv) Subsidiaries that excluding any Mortgage encumbering any Property owned by a Subsidiary the accounts of which are not Wholly Owned Subsidiariesrequired to be consolidated with those of the Parent under GAAP); and
(vD) Unconsolidated Affiliates. For purposes Investments in Consolidation Exempt Entities such that the aggregate value of this clause such Investments (v), other than the “value” of any such Parent’s Investment in an Unconsolidated Affiliate shall be determined in PREIT) calculated on the manner set forth in subsection (f) basis of the definition cost, exceeds 25.0% of “Gross Asset Value”. In addition to the foregoingforegoing limitations, (x) the aggregate amount value of the Construction Budgets for Development Properties Investments and the other items subject to the limitations in which the Parent either has a direct or indirect ownership interest preceding clauses (A) through (C) shall not exceed 3010.0% of the Gross Asset Value. If a Value and (y) the aggregate value of the Investments and the other items subject to the limitations in the preceding clauses (A) through (D), together with the Total Budgeted Cost Until Stabilization with respect to all Projects Under Development Property is owned by an Unconsolidated Affiliate of the Parent, the any Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, any Consolidated Affiliate or such Subsidiary’s Ownership Share in such any Unconsolidated Affiliate and calculated in accordance with the immediately following subsection (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliateh), shall be used not in calculating such investment limitationthe aggregate exceed 35.0% of Gross Asset Value at any time.
Appears in 1 contract
Samples: Credit Agreement (Pennsylvania Real Estate Investment Trust)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own own, the following items which would cause the aggregate value of Investments such holdings of such Persons to exceed the following percentages of the Parent, the Borrower, ’s Total Asset Value at any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s Gross Asset Valuetime:
(i) unimproved real estateFirst Mortgage Receivables and Mezzanine Debt Investments (excluding First Mortgage Receivables and Mezzanine Debt Investments made to consolidated Subsidiaries), such that the aggregate book value of Indebtedness secured by such First Mortgage Receivables and Mezzanine Debt exceeds ten percent (10%) of the Borrower’s Total Asset Value;
(ii) Common the aggregate amount of the Total Budgeted Costs for Development Properties, plus Redevelopment Properties in which the Borrower either has a direct or indirect ownership interest shall not exceed twenty percent (20%) of the Borrower’s Total Asset Value. If a Development Property or Redevelopment Property is owned by an Unconsolidated Affiliate of Borrower or any Subsidiary, the product of (A) the Borrower’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate, and (B) the amount of the Total Budgeted Costs for such Development Property or Redevelopment Property, shall be used in calculating such investment limitation.
(1) the aggregate value of the items subject to the limitations in the preceding clauses (i) and (ii); plus (2) the aggregate value of all Unimproved Land; plus (3) the aggregate value of Equity Interests in Unconsolidated Affiliates (which “value” of any such Equity Interests in an Unconsolidated Affiliate shall equal (A) with respect to any of such Unconsolidated Affiliate’s CIP, the Borrower’s Ownership Share of such CIP as of the date of determination, and (B) with respect to any of such Unconsolidated Affiliate’s Properties which have been completed, the Borrower’s Ownership Share of the Total Asset Value for each Property of such Unconsolidated Affiliate; plus (4) the aggregate book value of common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);
(iii) Mortgages in favor , calculated on the lower of the Parent, the Borrower, any other Loan Party cost or any Subsidiary;
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationmarket.
Appears in 1 contract
Samples: Credit Agreement (Equity One, Inc.)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in such Persons to exceed the following items to exceed 30% percentages of the Parent’s Gross Asset ValueValue at any time:
(i) unimproved real estateUnimproved Land (which shall not include any Development Property) such that the aggregate book value thereof exceeds five percent (5.0%) of Gross Asset Value;
(ii) Common stock, Preferred StockEquity Interests, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests equity interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), such that the aggregate value of such interests calculated on the basis of the lower of cost or market, exceeds ten percent (10.0%) of Gross Asset Value;
(iii) Mortgages in favor Debt investments, such that the aggregate book value thereof exceeds fifteen percent (15%) of the Parent, the Borrower, any other Loan Party or any SubsidiaryGross Asset Value;
(iv) Subsidiaries Investments in Unconsolidated Affiliates, such that are not Wholly Owned Subsidiariesthe aggregate value of such Investments (determined in accordance with GAAP) in Unconsolidated Affiliates exceeds fifteen percent (15%) of Gross Asset Value; and
(v) Unconsolidated Affiliates. For purposes of this clause (v), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in the manner set forth in subsection (f) of the definition of “Gross Asset Value”. In addition to the foregoing, the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties in which the Parent Borrower either has a direct or indirect ownership interest shall not exceed 30such that the aggregate amount thereof exceeds 10% of the Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, Borrower or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, ’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such any Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation. In addition to the foregoing limitations, the aggregate value of (i), (ii), (iii) and (v) shall not exceed thirty percent (30%) of Gross Asset Value.
Appears in 1 contract
Samples: Revolving Credit Agreement (Ps Business Parks Inc/Ca)
Permitted Investments. The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value of Investments such holdings of the Parent, the Borrower, any other Loan Party or other Subsidiary in the following items such Persons to exceed 30% of the Parent’s Gross Asset Value:
(i) the aggregate value calculated on the basis of the lower of cost or market of all unimproved real estate;estate (which shall not include (x) any Development Property or (y) unimproved real estate for which development is planned within the following 18 months), plus
(ii) Common the aggregate value calculated on the basis of the lower of cost or market of common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies Stock and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates);, plus
(iii) Mortgages the aggregate book value of Indebtedness secured by mortgages in favor of the Parent, the Borrower, any other Loan Party Borrower or any Subsidiary;, plus
(iv) Subsidiaries that are not Wholly Owned Subsidiaries; and
the aggregate value of Investments in Unconsolidated Affiliates (v) Unconsolidated Affiliates. For for purposes of this clause (viv), the “value” of any such Investment in an Unconsolidated Affiliate shall be determined in equal (1) with respect to any of such Unconsolidated Affiliate’s Properties under construction, the manner set forth in subsection (f) Borrower’s Ownership Share of the definition book value of “Gross Asset Value”. In addition Construction in Process (including the book value for the portion of the land owned by such Unconsolidated Affiliate related to such Construction in Process) for such Property as of the foregoingdate of determination and (2) with respect to any of such Unconsolidated Affiliate’s Properties which have been completed, the Borrower’s Ownership Share of Capitalized EBITDA of such Unconsolidated Affiliate attributable to such Properties), plus
(v) the aggregate amount of the Construction Budgets Total Budgeted Costs for Development Properties and Major Redevelopment Properties in which the Parent Borrower either has a direct or indirect ownership interest shall not exceed 30% of the Gross Asset Value. If (if a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s, the Borrower’s, ’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget Total Budgeted Costs for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitationInvestment).
Appears in 1 contract
Samples: Credit Agreement (Washington Real Estate Investment Trust)
Permitted Investments. (a) The Parent and the Borrower shall not, and shall not permit any Loan Party Guarantor or any other Subsidiary of the Parent to, make an Investment in or otherwise own own, the following items which would cause the aggregate value of Investments such holdings of such Persons to exceed the following percentages of the Parent, the Borrower, any other Loan Party or other Subsidiary in the following items to exceed 30% of the Parent’s 's Gross Asset Value:
(i) unimproved real estate, such that the aggregate book value of all such unimproved real estate exceeds 10% of the Parent's Gross Asset Value;
(ii) Common stock, Preferred Stockpreferred stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests equity interests in Persons (other than consolidated Consolidated Subsidiaries and Unconsolidated Affiliates), such that the aggregate value of such interests calculated on the basis of the lower of cost or market, exceeds 5% of the Parent's Gross Asset Value;
(iii) Mortgages in favor of the Parent, the BorrowerBorrower or other Subsidiary of the Parent, any other Loan Party or any Subsidiarysuch that the aggregate book value of Indebtedness secured by such Mortgages exceeds 5% of the Parent's Gross Asset Value;
(iv) Investments in Consolidated Subsidiaries that are not Wholly Owned Subsidiaries; and
(v) Subsidiaries and in Unconsolidated Affiliates, such that the sum of (x) the Capitalized EBITDA of such Consolidated Subsidiaries plus (y) the aggregate value of such Investments in Unconsolidated Affiliates, exceeds 25% of the Parent's Gross Asset Value. For purposes of this clause (viv), the “"value” " of any such Investment in an Unconsolidated Affiliate shall be determined in equal (1) with respect to any of such Unconsolidated Affiliate's Properties under construction, the manner set forth in subsection (f) Parent's Ownership Share of the definition book value of “Gross Asset Value”. Construction in Process for such Property as of the date of determination and (2) with respect to any of such Unconsolidated Affiliate's Properties which have been completed, the Parent's Ownership Share of Capitalized EBITDA of such Unconsolidated Affiliate attributable to such Properties; and In addition to the foregoingforegoing limitations, the aggregate value of the Investments subject to the limitations in the preceding clauses (i) through (iv) shall not exceed 30% of the Parent's Gross Asset Value. Additionally, the aggregate amount of the Construction Budgets for Development Properties in which the Parent either has a direct or indirect ownership interest shall not exceed 3020% of the Parent's Gross Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Parent, the Borrower, or any other Subsidiary, then the greater of (1) the product of (A) the Parent’s's, the Borrower’s's, or such Subsidiary’s 's Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Construction Budget for such Development Property or (2) the recourse obligations of the Parent, the Borrower or such Subsidiary relating to the Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such investment limitation.
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