Common use of Utilization of Leverage Clause in Contracts

Utilization of Leverage. (a) The Partnership and any Investment Vehicle may incur Indebtedness as deemed appropriate by the General Partner; provided, however, that neither the Partnership nor any Investment Vehicle may incur any Indebtedness if, immediately after giving effect to the incurrence of such Indebtedness, (i) the aggregate amount of outstanding Indebtedness of the Partnership and the Investment Vehicles exceeds 50% of the aggregate fair market value of all of the Partnership's assets, as reasonably determined by the General Partner at the time that the Partnership or any such Investment Vehicle incurs such Indebtedness, and (ii) the aggregate amount of outstanding Indebtedness on any single Investment may not exceed 60% of the fair market value of such Investment, as determined by the General Partner as of the date of incurrence of such Indebtedness. Notwithstanding the foregoing, the General Partner shall have the right to allow the aggregate amount of outstanding Indebtedness of the Partnership and the Investment Vehicles to exceed 50% but not 60% of the aggregate fair market value of all of the Partnership's assets, as reasonably determined by the General Partner, for a limited period of time not to exceed 365 days from the closing date of each Investment, provided that such excess Indebtedness is incurred solely for the purpose of funding Capital Improvement Projects directly related to such newly-acquired Investment. In the event that the amount of outstanding Indebtedness of the Partnership and the Investment Vehicles exceeds 55% of the aggregate fair market value of all of the Partnership's assets or will exceed 50% for a period greater than 330 days, then General Partner shall give written notice to TRST and, within 10 days after receipt of notice, TRST shall elect whether to approve the additional Indebtedness of the Partnership or to require General Partner to make a Capital Call in an aggregate amount enough to bring the Partnership in compliance with the leverage limitations set forth herein. In the event that TRST fails to make an election within such 10 day period, it shall be deemed to have elected to require General Partner to make a Capital Call. (b) Except to the extent of a Partner's Capital Commitments, no Indebtedness shall be the personal liability of any Partner, and in no event shall there be recourse to a Partner's Capital Commitment for liability to a lender, including, by means of example and not limitation, for so-called "bad boy" acts of a borrower, as such term may be defined by lenders to the Partnership or Investment Vehicle.

Utilization of Leverage. (a) The Partnership and any Investment Vehicle may incur Indebtedness as deemed appropriate by the General Partner; provided, however, that neither the Partnership nor any Investment Vehicle may incur any Indebtedness if, immediately after giving effect to the incurrence of such Indebtedness, (i) the aggregate amount of outstanding Indebtedness of the Partnership and the Investment Vehicles exceeds 50% of the aggregate fair market value of all of the Partnership's ’s assets, as reasonably determined by the General Partner at the time that the Partnership or any such Investment Vehicle incurs such Indebtedness, and (ii) the aggregate amount of outstanding Indebtedness on any single Investment may not exceed 60% of the fair market value of such Investment, as determined by the General Partner as of the date of incurrence of such Indebtedness. Notwithstanding the foregoing, the General Partner shall have the right to allow the aggregate amount of outstanding Indebtedness of the Partnership and the Investment Vehicles to exceed 50% but not 60% of the aggregate fair market value of all of the Partnership's ’s assets, as reasonably determined by the General Partner, for a limited period of time not to exceed 365 days from the closing date of each Investment, provided that such excess Indebtedness is incurred solely for the purpose of funding Capital Improvement Projects directly related to such newly-acquired Investment. In the event that the amount of outstanding Indebtedness of the Partnership and the Investment Vehicles exceeds 55% of the aggregate fair market value of all of the Partnership's ’s assets or will exceed 50% for a period greater than 330 days, then General Partner shall give written notice to TRST and, within 10 days after receipt of notice, TRST shall elect whether to approve the additional Indebtedness of the Partnership or to require General Partner to make a Capital Call in an aggregate amount enough to bring the Partnership in compliance with the leverage limitations set forth herein. In the event that TRST fails to make an election within such 10 day period, it shall be deemed to have elected to require General Partner to make a Capital Call. (b) Except to the extent of a Partner's ’s Capital Commitments, no Indebtedness shall be the personal liability of any Partner, and in no event shall there be recourse to a Partner's ’s Capital Commitment for liability to a lender, including, by means of example and not limitation, for so-called "“bad boy" ” acts of a borrower, as such term may be defined by lenders to the Partnership or Investment Vehicle.

Utilization of Leverage. (a) The Partnership and any Investment Vehicle may incur Indebtedness as deemed appropriate by the General Partner; provided, however, provided that neither the Partnership nor any Investment Vehicle may incur any Indebtedness if, immediately after giving effect to the incurrence of such Indebtedness, (i) the aggregate amount of outstanding Indebtedness of the Partnership and the Investment Vehicles exceeds 5060% of the aggregate fair market value of all of the Partnership's assets, as reasonably determined by the General Partner at the time that the Partnership or any such Investment Vehicle incurs such Indebtedness, and (ii) the aggregate amount of outstanding Indebtedness on any single Investment may not exceed 6075% of the fair market value of such Investment, as determined by the General Partner as of the date of incurrence of such Indebtedness. Notwithstanding the foregoingProvided, however, the General Partner shall have the right to allow the aggregate amount of outstanding Indebtedness of the Partnership and the Investment Vehicles to exceed 5060% but not 6065% of the aggregate fair market value of all of the Partnership's assets, as reasonably determined by the General Partner, for a limited period of time not to exceed 365 days from the closing date of each Investment, provided that such excess Indebtedness is incurred solely for the purpose of funding Capital Improvement Projects directly related to such newly-acquired Investmenttenant improvements associated with a major new lease, lease renewal or expansion. In the event that the amount of outstanding Indebtedness of the Partnership and the Investment Vehicles exceeds 5565% of the aggregate fair market value of all of the Partnership's assets or will exceed 5060% for a period greater than 330 365 days, then General Partner shall give written notice to TRST PERS Holding and, within 10 days after receipt of notice, TRST PERS Holding shall elect whether to approve the additional Indebtedness of the Partnership or to require General Partner to make a Capital Call in an aggregate amount enough to bring the Partnership in compliance with the leverage limitations set forth herein. In the event that TRST PERS Holding fails to make an election within such 10 day period, it shall be deemed to have elected to require General Partner to make a Capital Call. (b) Except to the extent of a Partner's Capital Commitments, no Indebtedness shall be the personal liability of any Partner, and in no event shall there be recourse to a Partner's Capital Commitment for liability to a lender, including, by means of example and not limitation, lender for so-called "bad boy" acts of a borrower, as such term may be defined by lenders to the Partnership or Investment Vehicle.