Common use of Development Activity Clause in Contracts

Development Activity. Neither Wellsford REIT nor any Subsidiary thereof shall engage, directly or indirectly, in the development of properties to be used principally for multifamily housing or otherwise, except that Wellsford REIT or a Subsidiary thereof may develop for its own account during a fiscal year of Wellsford REIT properties to be used principally for multifamily housing provided that in any fiscal year such development shall be limited to the lesser of (i) any number of projects with respect to which the aggregate cost of acquiring the Real Estate and developing the improvements thereon is not reasonably anticipated to exceed $100,000,000.00 (including development of the Development) and (ii) any number of projects with respect to which the aggregate number of multifamily units to be developed (including development of the Development) does not exceed ten percent (10%) of the total number of multifamily units located on Real Estate owned in fee by Wellsford REIT and its Subsidiaries for the preceding four fiscal quarters (excluding such units under development). For purposes of this Section 6.11, the term "development" shall include the new construction of an apartment complex or the substantial renovation of improvements to real property, but shall not include the addition of amenities or other related facilities to existing Real Estate which is already used principally for multifamily housing. A project shall be considered to be under development until final certificates of occupancy or the equivalent have been issued for the entire project and the project is 80% occupied and such project has had a positive Net Income for at least one (1) month. Without limiting the generality of the foregoing, Wellsford REIT acknowledges that for the purposes of this Reimbursement Agreement, (i) any interest by either Account Party or any Subsidiary thereof in a property which is proposed to be developed, or any other agreement or arrangement by such party to purchase a property or any interest therein pursuant to which either Account Party or any Subsidiary thereof has the right to approve site plans or other plans and specifications or pursuant to which such party's obligations are conditioned upon the achievement of certain initial lease-up levels, or (ii) any agreement by either Account Party or any Subsidiary thereof which obligates such party to contribute or otherwise advance funds in connection with or upon completion of the development of a property, or (iii) any agreement by either Account Party or any Subsidiary thereof to acquire a property to be used principally for multifamily housing or any interest therein which is proposed to be developed or which is under development and initial lease-up at the time such agreement is entered into, shall be considered a "development" for the purposes of this Section 6.11; provided, however, that nothing in this Section 6.11 shall prohibit Wellsford REIT or any Subsidiary from entering into an agreement to acquire Real Estate at a time when such Real Estate has been developed and initially leased by another Person.

Development Activity. Neither Wellsford REIT the Company, the Trust nor any Subsidiary thereof of their respective Subsidiaries shall engage, directly or indirectly, including through Unconsolidated Affiliates, in any development except (i) as expressly provided in Section 10.12(b), (ii) in undeveloped parcels of Real Estate which in the aggregate did not exceed 5.00% of Consolidated Total Adjusted Asset Value of the Company, provided that the acquisition or holding of any outlots or property adjacent to any Real Estate ownedAny new development project engaged in by the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof should not be deemed to be an undeveloped parcel of Real Estate for this purpose and options and purchase agreements to purchase any property shall not be deemed to be an acquisition or holding of such property, and (iii) as expressly provided in this Section 10.13. The Company, the Trust or any of their respective Subsidiaries may engage, either directly or, in the case of the Company, through any Subsidiary or Unconsolidated Affiliate of the Company, in an Investment which is permitted under Section 10.12(b), in the development of properties property to be used principally for multifamily housing or otherwise, except that Wellsford REIT retail shopping centers or a Subsidiary thereof may develop use ancillary thereto (except for its own account during the development commonly referred to as Aquia) which at any time has a fiscal year total cost in excess of Wellsford REIT properties the limit set forth in Section 10.12(b), without the prior written consent of the Required Holders, before any vertical construction commences on any phase of such project, shall be either (i) at least fifty percent (50%) pre leased (based on the gross leasable area of the improvements to the development, or the phase of the development project being developed, excluding outlots), including all anchors in such phase (it being agreed that Company shall receive a credit against such pre-lease requirement for any space to be used principally for multifamily housing provided occupied by an anchor that has been conveyed to such anchor), or under a purchase agreement to sell and all construction bids shall be in place, and any fiscal year such development shall continue to be limited to the lesser of (i) any number of projects with respect to which the aggregate cost of acquiring the Real Estate and developing the improvements thereon is not reasonably anticipated to exceed $100,000,000.00 (including development of the Development) and deemed an undeveloped parcel until such time as construction commences, or (ii) any number sufficiently pre leased such that based on such Leases the gross income from such Leases upon completion of projects with respect to which the aggregate number of multifamily units to be developed such project shall equal or exceed projected operating expenses (including development of the Development) does reserves for expenses not exceed ten percent (10%) of the total number of multifamily units located paid on Real Estate owned in fee by Wellsford REIT and its Subsidiaries for the preceding four fiscal quarters (excluding such units under developmenta monthly basis). For purposes of this Section 6.1110.13, the term "“development" ” shall include the new construction of an apartment a shopping center complex or the substantial renovation of improvements to real propertyproperty which materially change the character or size thereof, but shall not include the addition of amenities or other related facilities to existing Real Estate which is already used principally for multifamily housing. A project shall be considered to be under development until final certificates of occupancy or the equivalent have been issued for the entire project and the project is 80% occupied and such project has had a positive Net Income for at least one (1) month. Without limiting the generality of the foregoing, Wellsford REIT acknowledges that for the purposes of this Reimbursement Agreement, (i) any interest by either Account Party or any Subsidiary thereof in a property which is proposed to be developed, or any other agreement or arrangement by such party to purchase a property or any interest therein pursuant to which either Account Party or any Subsidiary thereof has the right to approve site plans or other plans and specifications or pursuant to which such party's obligations are conditioned upon the achievement of certain initial lease-up levels, or (ii) any agreement by either Account Party or any Subsidiary thereof which obligates such party to contribute or otherwise advance funds in connection with or upon completion of the development of a property, or (iii) any agreement by either Account Party or any Subsidiary thereof to acquire a property to be used principally for multifamily housing or any interest therein which is proposed to be developed or which is under development and initial lease-up at the time such agreement is entered into, shall be considered a "development" for the purposes of this Section 6.11shopping centers; provided, however, that nothing in this Section 6.11 the term “development” shall prohibit Wellsford REIT not include demolition of existing structures performed by the Company or the addition of an anchor store to an existing shopping center project, provided that the construction of such improvements is performed by the tenant, and the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or its respective Subsidiary, as applicable, is only obligated to reimburse such tenant for a fixed amount with respect to the cost of such construction upon completion of such construction by such tenant. The undeveloped projects of the Company, the Trust and its Subsidiaries as of the Closing are set forth on Schedule 10.13 hereto. Nothing herein shall prohibit the Company, the Trust or any of their respective Subsidiaries thereof from entering into an agreement to acquire Real Estate at a time when such Real Estate which has been developed and initially leased by another Person. Further, any new development project permitted under the terms of this Section 10.13 engaged in by the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof, before any vertical construction commences on any phase of such project, shall be either (i) at least fifty percent (50%) pre-leased (based on the gross leasable area of the improvements to the development, or the phase of the development project being developed, excluding outlots), including all anchors in such phase (it being agreed that Company shall receive a credit against such occupancy requirement for any space to be occupied by an anchor that has been conveyed to such anchor), or under a purchase agreement to sell and all construction bids shall be in place, and any such development shall continue to be deemed an undeveloped parcel until such time as construction commences, or (ii) sufficiently pre-leased such that based on such leases the gross income from such leases upon completion of such project shall equal or exceed projected operating expenses (including reserves for expenses not paid on a monthly basis). For purposes of this Section 10.13, property shall be deemed to be in development at all times that it is Under Development.

Development Activity. Neither Wellsford REIT the Company, the Trust nor any Subsidiary thereof of their respective Subsidiaries shall engage, directly or indirectly, including through Unconsolidated Affiliates, in any development except (i) as expressly provided in Section 10.12(b), (ii) in undeveloped parcels of Real Estate which in the aggregate did not exceed 5.00% of Consolidated Total Adjusted Asset Value of the Company, provided that the acquisition or holding of any outlots or property adjacent to any Real Estate ownedAny new development project engaged in by the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof should not be deemed to be an undeveloped parcel of Real Estate for this purpose and options and purchase agreements to purchase any property shall not be deemed to be an acquisition or holding of such property, and (iii) as expressly provided in this Section 10.13. The Company, the Trust or any of their respective Subsidiaries may engage, either directly or, in the case of the Company, through any Subsidiary or Unconsolidated Affiliate of the Company, in an Investment which is permitted under Section 10.12(b), in the development of properties property to be used principally for multifamily housing or otherwise, except that Wellsford REIT retail shopping centers or a Subsidiary thereof may develop use ancillary thereto (except for its own account during the development commonly referred to as Aquia) which at any time has a fiscal year total cost in excess of Wellsford REIT properties the limit set forth in Section 10.12(b), without the prior written consent of the Required Holders, before any vertical construction commences on any phase of such project, shall be either (i) at least fifty percent (50%) pre leased (based on the gross leasable area of the improvements to the development, or the phase of the development project being developed, excluding outlots), including all anchors in such phase (it being agreed that Company shall receive a credit against such pre-lease requirement for any space to be used principally for multifamily housing provided occupied by an anchor that has been conveyed to such anchor), or under a purchase agreement to sell and all construction bids shall be in place, and any fiscal year such development shall continue to be limited to the lesser of (i) any number of projects with respect to which the aggregate cost of acquiring the Real Estate and developing the improvements thereon is not reasonably anticipated to exceed $100,000,000.00 (including development of the Development) and deemed an undeveloped parcel until such time as construction commences, or (ii) any number sufficiently pre leased such that based on such Leases the gross income from such Leases upon completion of projects with respect to which the aggregate number of multifamily units to be developed such project shall equal or exceed projected operating expenses (including development of the Development) does reserves for expenses not exceed ten percent (10%) of the total number of multifamily units located paid on Real Estate owned in fee by Wellsford REIT and its Subsidiaries for the preceding four fiscal quarters (excluding such units under developmenta monthly basis). For purposes of this Section 6.1110.13, the term "“development" ” shall include the new construction of an apartment a shopping center complex or the substantial renovation of improvements to real propertyproperty which materially change the character or size thereof, but shall not include the addition of amenities or other related facilities to existing Real Estate which is already used principally for multifamily housing. A project shall be considered to be under development until final certificates of occupancy or the equivalent have been issued for the entire project and the project is 80% occupied and such project has had a positive Net Income for at least one (1) month. Without limiting the generality of the foregoing, Wellsford REIT acknowledges that for the purposes of this Reimbursement Agreement, (i) any interest by either Account Party or any Subsidiary thereof in a property which is proposed to be developed, or any other agreement or arrangement by such party to purchase a property or any interest therein pursuant to which either Account Party or any Subsidiary thereof has the right to approve site plans or other plans and specifications or pursuant to which such party's obligations are conditioned upon the achievement of certain initial lease-up levels, or (ii) any agreement by either Account Party or any Subsidiary thereof which obligates such party to contribute or otherwise advance funds in connection with or upon completion of the development of a property, or (iii) any agreement by either Account Party or any Subsidiary thereof to acquire a property to be used principally for multifamily housing or any interest therein which is proposed to be developed or which is under development and initial lease-up at the time such agreement is entered into, shall be considered a "development" for the purposes of this Section 6.11shopping centers; provided, however, that nothing in this Section 6.11 the term “development” shall prohibit Wellsford REIT not include demolition of existing structures performed by the Company or the addition of an anchor store to an existing shopping center project, provided that the construction of such improvements is performed by the tenant, and the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or its respective Subsidiary, as applicable, is only obligated to reimburse such tenant for a fixed amount with respect to the cost of such construction upon completion of such construction by such tenant. The undeveloped projects of the Company, the Trust and its Subsidiaries as of the Initial Closing Day are set forth on Schedule 10.13 hereto. Nothing herein shall prohibit the Company, the Trust or any of their respective Subsidiaries thereof from entering into an agreement to acquire Real Estate at a time when such Real Estate which has been developed and initially leased by another Person. Further, any new development project permitted under the terms of this Section 10.13 engaged in by the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof, before any vertical construction commences on any phase of such project, shall be either (i) at least fifty percent (50%) pre-leased (based on the gross leasable area of the improvements to the development, or the phase of the development project being developed, excluding outlots), including all anchors in such phase (it being agreed that Company shall receive a credit against such occupancy requirement for any space to be occupied by an anchor that has been conveyed to such anchor), or under a purchase agreement to sell and all construction bids shall be in place, and any such development shall continue to be deemed an undeveloped parcel until such time as construction commences, or (ii) sufficiently pre-leased such that based on such leases the gross income from such leases upon completion of such project shall equal or exceed projected operating expenses (including reserves for expenses not paid on a monthly basis). For purposes of this Section 10.13, property shall be deemed to be in development at all times that it is Under Development.

Development Activity. Neither Wellsford REIT the Company, the Trust nor any Subsidiary thereof of their respective Subsidiaries shall engage, directly or indirectly, including through Unconsolidated Affiliates, in any development except (i) as expressly provided in Section 10.12(b), (ii) in undeveloped parcels of Real Estate which in the aggregate did not exceed 5.00% of Consolidated Total Adjusted Asset Value of the Company, provided that the acquisition or holding of any outlots or property adjacent to any Real Estate owned by the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof should not be deemed to be an undeveloped parcel of Real Estate for this purpose and options and purchase agreements to purchase any property -43- shall not be deemed to be an acquisition or holding of such property, and (iii) as expressly provided in this Section 10.13. The Company, the Trust or any of their respective Subsidiaries may engage, either directly or, in the case of the Company, through any Subsidiary or Unconsolidated Affiliate of the Company, in an Investment which is permitted under Section 10.12(b), in the development of properties property to be used principally for multifamily housing or otherwise, except that Wellsford REIT retail shopping centers or a Subsidiary thereof may develop use ancillary thereto (except for its own account during the development commonly referred to as Aquia) which at any time has a fiscal year of Wellsford REIT properties to be used principally for multifamily housing provided that total cost in any fiscal year such development shall be limited to the lesser of (i) any number of projects with respect to which the aggregate cost of acquiring the Real Estate and developing the improvements thereon is not reasonably anticipated to exceed $100,000,000.00 (including development excess of the Development) and (ii) any number of projects with respect to which limit set forth in Section 10.12(b), without the aggregate number of multifamily units to be developed (including development prior written consent of the Development) does not exceed ten percent (10%) of the total number of multifamily units located on Real Estate owned in fee by Wellsford REIT and its Subsidiaries for the preceding four fiscal quarters (excluding such units under development)Required Holders. For purposes of this Section 6.1110.13, the term "“development" ” shall include the new construction of an apartment a shopping center complex or the substantial renovation of improvements to real propertyproperty which materially change the character or size thereof, but shall not include the addition of amenities or other related facilities to existing Real Estate which is already used principally for multifamily housing. A project shall be considered to be under development until final certificates of occupancy or the equivalent have been issued for the entire project and the project is 80% occupied and such project has had a positive Net Income for at least one (1) month. Without limiting the generality of the foregoing, Wellsford REIT acknowledges that for the purposes of this Reimbursement Agreement, (i) any interest by either Account Party or any Subsidiary thereof in a property which is proposed to be developed, or any other agreement or arrangement by such party to purchase a property or any interest therein pursuant to which either Account Party or any Subsidiary thereof has the right to approve site plans or other plans and specifications or pursuant to which such party's obligations are conditioned upon the achievement of certain initial lease-up levels, or (ii) any agreement by either Account Party or any Subsidiary thereof which obligates such party to contribute or otherwise advance funds in connection with or upon completion of the development of a property, or (iii) any agreement by either Account Party or any Subsidiary thereof to acquire a property to be used principally for multifamily housing or any interest therein which is proposed to be developed or which is under development and initial lease-up at the time such agreement is entered into, shall be considered a "development" for the purposes of this Section 6.11shopping centers; provided, however, that nothing in this Section 6.11 the term “development” shall prohibit Wellsford REIT not include demolition of existing structures performed by the Company or the addition of an anchor store to an existing shopping center project provided that the construction of such improvements is performed by the tenant, and the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or its respective Subsidiary, as applicable, is only obligated to reimburse such tenant for a fixed amount with respect to the cost of such construction upon completion of such construction by such tenant. The undeveloped projects of the Company, the Trust and its Subsidiaries as of the Initial Closing Day are set forth on Schedule 10.13 hereto. Nothing herein shall prohibit the Company, the Trust or any of their respective Subsidiaries thereof from entering into an agreement to acquire Real Estate at a time when such Real Estate which has been developed and initially leased by another Person. Further, any new development project permitted under the terms of this Section 10.13 engaged in by the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof, before any vertical construction commences on any phase of such project, shall be either (i) at least fifty percent (50%) pre‑leased (based on the gross leasable area of the improvements to the development, or the phase of the development project being developed, excluding outlots), including all anchors in such phase (it being agreed that Company shall receive a credit against such occupancy requirement for any space to be occupied by an anchor that has been conveyed to such anchor), or under a purchase agreement to sell and all construction bids shall be in place, and any such development shall continue to be deemed an undeveloped parcel until such time as construction commences, or (ii) sufficiently pre‑leased such that based on such leases the gross income from such leases upon completion of such project shall equal or exceed projected operating expenses (including reserves for expenses not paid on a monthly basis). For purposes of this Section 10.13, property shall be deemed to be in development at all times that it is Under Development.

Development Activity. Neither Wellsford REIT the Borrower nor any Subsidiary thereof shall of the Borrower shall, without the prior written consent of the Majority Banks, engage, directly or indirectly, in the "ground-up" development of properties to be used principally for multifamily housing commercial office purposes or otherwise, except that Wellsford REIT or a Subsidiary thereof the Borrower, subject to the terms of this Section 8.9, and Subsidiaries of the Borrower (other than Property Owner, Manager and Member) may develop for its own account during a fiscal year engage in the "ground up" development of Wellsford REIT properties Real Estate to be used principally for multifamily housing commercial office purposes provided that in the aggregate costs of acquisition and development of all such properties Under Development (assuming the full cost of developing such property) at any fiscal year such development time shall be limited to not exceed the lesser greater of (i) any number of projects with respect to which the aggregate cost of acquiring the Real Estate and developing the improvements thereon is not reasonably anticipated to exceed $100,000,000.00 (including development of the Development) and (ii) any number of projects with respect to which the aggregate number of multifamily units to be developed (including development of the Development) does not exceed ten percent (10%) of WWP's Consolidated Total Assets or (ii) $25,000,000.00. Notwithstanding anything herein to the total number of multifamily units located on Real Estate owned in fee by Wellsford REIT and its Subsidiaries contrary, except for the preceding four fiscal quarters (excluding such units under development)Mortgaged Property commonly known as ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ which may be developed by the Borrower, no "ground up" development shall be performed by the Borrower, Property Owner, Manager or Member. For purposes of this Section 6.118.9, the term "development" shall include the new construction of an apartment complex office building or the substantial renovation of improvements to real propertyoffice park, but shall not include the addition of amenities or other related facilities Capital Improvement Projects to existing Real Estate which is already used principally for multifamily housing. A project shall be considered to be under development until final certificates of occupancy or the equivalent have been issued for the entire project and the project is 80% occupied and such project has had a positive Net Income for at least one (1) monthcommercial office purposes. Without limiting the generality of the foregoing, Wellsford REIT the Borrower acknowledges that for the purposes of this Reimbursement Agreement, (ia) any interest by either Account Party the Borrower or any Subsidiary thereof in a property which is proposed to be developed, or any other agreement or arrangement by such party to purchase a property or any interest therein pursuant to which either Account Party the borrower or any Subsidiary thereof has the right to approve site plans or other plans and specifications or pursuant to which such party's parties' obligations are conditioned upon the achievement of certain initial lease-up leasing levels, or (iib) any agreement by either Account Party the Borrower or any Subsidiary thereof which obligates such party to contribute or otherwise advance funds in connection with or upon completion of the development of a property, or (iiic) any agreement by either Account Party or any Subsidiary thereof to acquire acquisition of a property to be used principally for multifamily housing or any interest therein which is proposed to be developed or which is under development and initial lease-up at the time such agreement is entered into, shall be considered a "development" for the purposes of this Section 6.11; provided, however, that nothing in this Section 6.11 shall prohibit Wellsford REIT or any Subsidiary from entering into an agreement to acquire Real Estate at a time when such Real Estate has been developed and initially leased by another Person8.

Development Activity. Neither Wellsford REIT nor Any new development project engaged in by the Company (or any Subsidiary thereof or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof, before any vertical construction commences on any phase of such project, shall engagebe either (i) at least fifty percent (50%) pre‑leased (based on the gross leasable area of the improvements to the development, directly or indirectly, in the phase of the development of properties project being developed, excluding outlots), including all anchors in such phase (it being agreed that Company shall receive a credit against such pre-lease requirement for any space to be used principally for multifamily housing occupied by an anchor that has been conveyed to such anchor), or otherwiseunder a purchase agreement to sell and all construction bids shall be in place, except that Wellsford REIT or a Subsidiary thereof may develop for its own account during a fiscal year of Wellsford REIT properties to be used principally for multifamily housing provided that in and any fiscal year such development shall continue to be limited to the lesser of (i) any number of projects with respect to which the aggregate cost of acquiring the Real Estate and developing the improvements thereon is not reasonably anticipated to exceed $100,000,000.00 (including development of the Development) and deemed an undeveloped parcel until such time as construction commences, or (ii) any number sufficiently pre‑leased such that based on such Leases the gross income from such Leases upon completion of projects with respect to which the aggregate number of multifamily units to be developed such project shall equal or exceed projected operating expenses (including development of the Development) does reserves for expenses not exceed ten percent (10%) of the total number of multifamily units located paid on Real Estate owned in fee by Wellsford REIT and its Subsidiaries for the preceding four fiscal quarters (excluding such units under developmenta monthly basis). For purposes of this Section 6.1110.13, the term "“development" ” shall include the new construction of an apartment a shopping center complex or the substantial renovation of improvements to real propertyproperty which materially change the character or size thereof, but shall not include the addition of amenities or other related facilities to existing Real Estate which is already used principally for multifamily housing. A project shall be considered to be under development until final certificates of occupancy or the equivalent have been issued for the entire project and the project is 80% occupied and such project has had a positive Net Income for at least one (1) month. Without limiting the generality of the foregoing, Wellsford REIT acknowledges that for the purposes of this Reimbursement Agreement, (i) any interest by either Account Party or any Subsidiary thereof in a property which is proposed to be developed, or any other agreement or arrangement by such party to purchase a property or any interest therein pursuant to which either Account Party or any Subsidiary thereof has the right to approve site plans or other plans and specifications or pursuant to which such party's obligations are conditioned upon the achievement of certain initial lease-up levels, or (ii) any agreement by either Account Party or any Subsidiary thereof which obligates such party to contribute or otherwise advance funds in connection with or upon completion of the development of a property, or (iii) any agreement by either Account Party or any Subsidiary thereof to acquire a property to be used principally for multifamily housing or any interest therein which is proposed to be developed or which is under development and initial lease-up at the time such agreement is entered into, shall be considered a "development" for the purposes of this Section 6.11shopping centers; provided, however, that nothing in this Section 6.11 the term “development” shall prohibit Wellsford REIT not include demolition of existing structures performed by the Company or the addition of an anchor store to an existing shopping center project, provided that the construction of such improvements is performed by the tenant, and the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or its respective Subsidiary, as applicable, is only obligated to reimburse such tenant for a fixed amount with respect to the cost of such construction upon completion of such construction by such tenant. The undeveloped projects of the Company, the Trust and its Subsidiaries as of the Closing are set forth on Schedule 10.13 hereto. Nothing herein shall prohibit the Company, the Trust or any of their respective Subsidiaries thereof from entering into an agreement to acquire Real Estate at a time when such Real Estate which has been developed and initially leased by another Person. For purposes of this Section 10.13, property shall be deemed to be in development at all times that it is Under Development. Although it will not be a Default or an Event of Default if the Company fails to comply with any provision of Section 10 on or after the Execution Date and prior to the Closing, if such failure occurs and is continuing, then any of the Purchasers may elect not to purchase the Notes on the date of the Closing.

Development Activity. Neither Wellsford REIT NeitherAny new development project engaged in by the Company, the Trust nor any Subsidiary thereof of their respective Subsidiaries shall engage, directly or indirectly, including through Unconsolidated Affiliates, in any development except as expressly provided in Section 10.12(b), Section 10.12(c) and this Section 10.13. The Company, the Trust or any of their respective Subsidiaries may not engage, either directly or, in the case of the Company, through (or any Subsidiary or Unconsolidated Affiliate of the Company, in an Investment which is permitted under Section 10.12(b), in the development of properties property to be used principally for multifamily housing or otherwise, except that Wellsford REIT retail shopping centers or a use ancillary thereto (except for the development commonly referred to as Aquia) which at any time has a total cost in excess of the limit set forth in Section 10.12(b), without the prior written consent of the Required Holdersthereof), the Trust or any Subsidiary thereof may develop thereof, before any vertical construction commences on any phase of such project, shall be either (i) at least fifty percent (50%) pre leased (based on the gross leasable area of the improvements to the development, or the phase of the development project being developed, excluding outlots), including all anchors in such phase (it being agreed that Company shall receive a credit against such pre-lease requirement for its own account during a fiscal year of Wellsford REIT properties any space to be used principally for multifamily housing provided occupied by an anchor that has been conveyed to such anchor), or under a purchase agreement to sell and all construction bids shall be in place, and any fiscal year such development shall continue to be limited to the lesser of (i) any number of projects with respect to which the aggregate cost of acquiring the Real Estate and developing the improvements thereon is not reasonably anticipated to exceed $100,000,000.00 (including development of the Development) and deemed an undeveloped parcel until such time as construction commences, or (ii) any number sufficiently pre leased such that based on such Leases the gross income from such Leases upon completion of projects with respect to which the aggregate number of multifamily units to be developed such project shall equal or exceed projected operating expenses (including development of the Development) does reserves for expenses not exceed ten percent (10%) of the total number of multifamily units located paid on Real Estate owned in fee by Wellsford REIT and its Subsidiaries for the preceding four fiscal quarters (excluding such units under developmenta monthly basis). For purposes of this Section 6.1110.13, the term "“development" ” shall include the new construction of an apartment a shopping center complex or the substantial renovation of improvements to real propertyproperty which materially change the character or size thereof, but shall not include the addition of amenities or other related facilities to existing Real Estate which is already used principally for multifamily housing. A project shall be considered to be under development until final certificates of occupancy or the equivalent have been issued for the entire project and the project is 80% occupied and such project has had a positive Net Income for at least one (1) month. Without limiting the generality of the foregoing, Wellsford REIT acknowledges that for the purposes of this Reimbursement Agreement, (i) any interest by either Account Party or any Subsidiary thereof in a property which is proposed to be developed, or any other agreement or arrangement by such party to purchase a property or any interest therein pursuant to which either Account Party or any Subsidiary thereof has the right to approve site plans or other plans and specifications or pursuant to which such party's obligations are conditioned upon the achievement of certain initial lease-up levels, or (ii) any agreement by either Account Party or any Subsidiary thereof which obligates such party to contribute or otherwise advance funds in connection with or upon completion of the development of a property, or (iii) any agreement by either Account Party or any Subsidiary thereof to acquire a property to be used principally for multifamily housing or any interest therein which is proposed to be developed or which is under development and initial lease-up at the time such agreement is entered into, shall be considered a "development" for the purposes of this Section 6.11shopping centers; provided, however, that nothing in this Section 6.11 the term “development” shall prohibit Wellsford REIT not include demolition of existing structures performed by the Company or the addition of an anchor store to an existing shopping center project, provided that the construction of such improvements is performed by the tenant, and the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or its respective Subsidiary, as applicable, is only obligated to reimburse such tenant for a fixed amount with respect to the cost of such construction upon completion of such construction by such tenant. The undeveloped projects of the Company, the Trust and its Subsidiaries as of the Closing are set forth on Schedule 10.13 hereto. Nothing herein shall prohibit the Company, the Trust or any of their respective Subsidiaries thereof from entering into an agreement to acquire Real Estate at a time when such Real Estate which has been developed and initially leased by another Person. Further, any new development project permitted under the terms of this Section 10.13 engaged in by the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof, before any vertical construction commences on any phase of such project, shall be either (i) at least fifty percent (50%) pre-leased (based on the gross leasable area of the improvements to the development, or the phase of the development project being developed, excluding outlots), including all anchors in such phase (it being agreed that Company shall receive a credit against such occupancy requirement for any space to be occupied by an anchor that has been conveyed to such anchor), or under a purchase agreement to sell and all construction bids shall be in place, and any such development shall continue to be deemed an undeveloped parcel until such time as construction commences, or (ii) sufficiently pre-leased such that based on such leases the gross income from such leases upon completion of such project shall equal or exceed projected operating expenses (including reserves for expenses not paid on a monthly basis). For purposes of this Section 10.13, property shall be deemed to be in development at all times that it is Under Development. Although it will not be a Default or an Event of Default if the Company fails to comply with any provision of Section 10 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Development Activity. Neither Wellsford REIT the Company, the Trust nor any Subsidiary thereof of their respective Subsidiaries shall engage, directly or indirectly, including through Unconsolidated Affiliates, in any development except as expressly provided in Section 10.12(b), Section 10.12(c) and this Section 10.13. The Company, the Trust or any of their respective Subsidiaries may not engage, either directly or, in the case of the Company, through any Subsidiary or Unconsolidated Affiliate of the Company, in an Investment which is permitted under Section 10.12(b), in the development of properties property to be used principally for multifamily housing or otherwise, except that Wellsford REIT retail shopping centers or a Subsidiary thereof may develop use ancillary thereto (except for its own account during the development commonly referred to as Aquia) which at any time has a fiscal year of Wellsford REIT properties to be used principally for multifamily housing provided that total cost in any fiscal year such development shall be limited to the lesser of (i) any number of projects with respect to which the aggregate cost of acquiring the Real Estate and developing the improvements thereon is not reasonably anticipated to exceed $100,000,000.00 (including development excess of the Development) and (ii) any number of projects with respect to which limit set forth in Section 10.12(b), without the aggregate number of multifamily units to be developed (including development prior written consent of the Development) does not exceed ten percent (10%) of the total number of multifamily units located on Real Estate owned in fee by Wellsford REIT and its Subsidiaries for the preceding four fiscal quarters (excluding such units under development)Required Holders. For purposes of this Section 6.1110.13, the term "“development" ” shall include the new construction of an apartment a shopping center complex or the substantial renovation of improvements to real propertyproperty which materially change the character or size thereof, but shall not include the addition of amenities or other related facilities to existing Real Estate which is already used principally for multifamily housing. A project shall be considered to be under development until final certificates of occupancy or the equivalent have been issued for the entire project and the project is 80% occupied and such project has had a positive Net Income for at least one (1) month. Without limiting the generality of the foregoing, Wellsford REIT acknowledges that for the purposes of this Reimbursement Agreement, (i) any interest by either Account Party or any Subsidiary thereof in a property which is proposed to be developed, or any other agreement or arrangement by such party to purchase a property or any interest therein pursuant to which either Account Party or any Subsidiary thereof has the right to approve site plans or other plans and specifications or pursuant to which such party's obligations are conditioned upon the achievement of certain initial lease-up levels, or (ii) any agreement by either Account Party or any Subsidiary thereof which obligates such party to contribute or otherwise advance funds in connection with or upon completion of the development of a property, or (iii) any agreement by either Account Party or any Subsidiary thereof to acquire a property to be used principally for multifamily housing or any interest therein which is proposed to be developed or which is under development and initial lease-up at the time such agreement is entered into, shall be considered a "development" for the purposes of this Section 6.11shopping centers; provided, however, that nothing in this Section 6.11 the term “development” shall prohibit Wellsford REIT not include demolition of existing structures performed by the Company or the addition of an anchor store to an existing shopping center project, provided that the construction of such improvements is performed by the tenant, and the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or its respective Subsidiary, as applicable, is only obligated to reimburse such tenant for a fixed amount with respect to the cost of such construction upon completion of such construction by such tenant. The undeveloped projects of the Company, the Trust and its Subsidiaries as of the Closing are set forth on Schedule 10.13 hereto. Nothing herein shall prohibit the Company, the Trust or any of their respective Subsidiaries thereof from entering into an agreement to acquire Real Estate at a time when such Real Estate which has been developed and initially leased by another Person. Further, any new development project permitted under the terms of this Section 10.13 engaged in by the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof, before any vertical construction commences on any phase of such project, shall be either (i) at least fifty percent (50%) pre‑leased (based on the gross leasable area of the improvements to the development, or the phase of the development project being developed, excluding outlots), including all anchors in such phase (it being agreed that Company shall receive a credit against such occupancy requirement for any space to be occupied by an anchor that has been conveyed to such anchor), or under a purchase agreement to sell and all construction bids shall be in place, and any such development shall continue to be deemed an undeveloped parcel until such time as construction commences, or (ii) sufficiently pre‑leased such that based on such leases the gross income from such leases upon completion of such project shall equal or exceed projected operating expenses (including reserves for expenses not paid on a monthly basis). For purposes of this Section 10.13, property shall be deemed to be in development at all times that it is Under Development. Although it will not be a Default or an Event of Default if the Company fails to comply with any provision of Section 10 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Development Activity. Neither Wellsford REIT nor any Subsidiary thereof shall The Borrower will not, and will not permit its Subsidiaries or Affiliates to, engage, directly or indirectlyindirectly (including through any Affiliate in which the Borrower or its Subsidiaries owns a Minority Interest or through other Investments), in the development of properties to be used principally for multifamily housing or otherwise, except that Wellsford REIT or a Subsidiary thereof may develop for its own account during a fiscal year without the prior written consent of Wellsford REIT properties to be used principally for multifamily housing the Required Lenders in their sole discretion; provided that without the consent of the Required Lenders, prior to March 14, 2003 the Borrower or any of its Subsidiaries or Affiliates may engage in any fiscal year such the development shall be limited to of Existing Pre-Development Properties, Announced Projects and Existing Properties Under Construction, provided that the lesser aggregate amount of (i) any number of projects Construction in Progress with respect to which the aggregate cost of acquiring the Real Estate and developing the improvements thereon is not reasonably anticipated to exceed $100,000,000.00 (including development of the Development) and (ii) thereto at any number of projects with respect to which the aggregate number of multifamily units to be developed (including development of the Development) does time shall not exceed ten thirty percent (1030%) of the total number Consolidated Total Assets of multifamily units located on Real Estate owned in fee by Wellsford REIT Borrower, and from and after March 14, 2003, the Borrower or any of its Subsidiaries for or Affiliates may only engage in the preceding four development of Announced Projects in an aggregate amount not to exceed $50,000.00 in any fiscal quarters quarter and Existing Properties Under Construction provided that the aggregate amount of Construction in Progress at any time shall not exceed thirty percent (excluding such units under development)30%) of the Consolidated Total Assets of the Borrower. For purposes of this Section 6.118.9, the term "development" shall include the new construction of an apartment complex a shopping center or the a substantial renovation or expansion of improvements to real property, but shall not include the addition of amenities or other related facilities to existing Real Estate which materially change the -76- character or size thereof. The Borrower will, and will cause each of its Subsidiaries to, at all times that it is already used principally engaging in any development as provided herein, maintain available sources of capital acceptable to the Agent in its reasonable discretion equal to the total cost to acquire and complete such developments and to purchase such properties except where such a failure could not be reasonably expected to have a Material Adverse Effect. Amounts available to be disbursed for multifamily housing. A project shall such purposes pursuant to this Agreement may be considered to be under development until final certificates as a source of occupancy or the equivalent have been issued for the entire project and the project is 80% occupied and such project has had a positive Net Income for at least one (1) month. Without limiting the generality of the foregoing, Wellsford REIT acknowledges that for the purposes of this Reimbursement Agreement, (i) any interest by either Account Party or any Subsidiary thereof in a property which is proposed to be developed, or any other agreement or arrangement by such party to purchase a property or any interest therein pursuant to which either Account Party or any Subsidiary thereof has the right to approve site plans or other plans and specifications or pursuant to which such party's obligations are conditioned upon the achievement of certain initial lease-up levels, or (ii) any agreement by either Account Party or any Subsidiary thereof which obligates such party to contribute or otherwise advance funds in connection with or upon completion of the development of a property, or (iii) any agreement by either Account Party or any Subsidiary thereof to acquire a property to be used principally for multifamily housing or any interest therein which is proposed to be developed or which is under development and initial lease-up at the time such agreement is entered into, shall be considered a "development" capital for the purposes of this Section 6.11; provided, however, that nothing in this Section 6.11 shall prohibit Wellsford REIT or any Subsidiary from entering into an agreement to acquire Real Estate at a time when such Real Estate has been developed and initially leased by another Person8.9.

Development Activity. Neither Wellsford REIT NeitherAny new development project engaged in by the Company, the Trust nor any Subsidiary thereof of their respective Subsidiaries shall engage, directly or indirectly, including through Unconsolidated Affiliates, in any development except as expressly provided in Section 10.12(b), Section 10.12(c) and this Section 10.13. The Company, the Trust or any of their respective Subsidiaries may not engage, either directly or, in the case of the Company, through (or any Subsidiary or Unconsolidated Affiliate of the Company, in an Investment which is permitted under Section 10.12(b), in the development of properties property to be used principally for multifamily housing or otherwise, except that Wellsford REIT retail shopping centers or a use ancillary thereto which at any time has a total cost in excess of the limit set forth in Section 10.12(b), without the prior written consent of the Required Holdersthereof), the Trust or any Subsidiary thereof may develop thereof, before any vertical construction commences on any phase of such project, shall be either (i) at least fifty percent (50%) pre leased (based on the gross leasable area of the improvements to the development, or the phase of the development project being developed, excluding outlots), including all anchors in such phase (it being agreed that Company shall receive a credit against such pre-lease requirement for its own account during a fiscal year of Wellsford REIT properties any space to be used principally for multifamily housing provided occupied by an anchor that has been conveyed to such anchor), or under a purchase agreement to sell and all construction bids shall be in place, and any fiscal year such development shall continue to be limited to the lesser of (i) any number of projects with respect to which the aggregate cost of acquiring the Real Estate and developing the improvements thereon is not reasonably anticipated to exceed $100,000,000.00 (including development of the Development) and deemed an undeveloped parcel until such time as construction commences, or (ii) any number sufficiently pre leased such that based on such Leases the gross income from such Leases upon completion of projects with respect to which the aggregate number of multifamily units to be developed such project shall equal or exceed projected operating expenses (including development of the Development) does reserves for expenses not exceed ten percent (10%) of the total number of multifamily units located paid on Real Estate owned in fee by Wellsford REIT and its Subsidiaries for the preceding four fiscal quarters (excluding such units under developmenta monthly basis). For purposes of this Section 6.1110.13, the term "“development" ” shall include the new construction of an apartment a shopping center complex or the substantial renovation of improvements to real propertyproperty which materially change the character or size thereof, but shall not include the addition of amenities or other related facilities to existing Real Estate which is already used principally for multifamily housing. A project shall be considered to be under development until final certificates of occupancy or the equivalent have been issued for the entire project and the project is 80% occupied and such project has had a positive Net Income for at least one (1) month. Without limiting the generality of the foregoing, Wellsford REIT acknowledges that for the purposes of this Reimbursement Agreement, (i) any interest by either Account Party or any Subsidiary thereof in a property which is proposed to be developed, or any other agreement or arrangement by such party to purchase a property or any interest therein pursuant to which either Account Party or any Subsidiary thereof has the right to approve site plans or other plans and specifications or pursuant to which such party's obligations are conditioned upon the achievement of certain initial lease-up levels, or (ii) any agreement by either Account Party or any Subsidiary thereof which obligates such party to contribute or otherwise advance funds in connection with or upon completion of the development of a property, or (iii) any agreement by either Account Party or any Subsidiary thereof to acquire a property to be used principally for multifamily housing or any interest therein which is proposed to be developed or which is under development and initial lease-up at the time such agreement is entered into, shall be considered a "development" for the purposes of this Section 6.11shopping centers; provided, however, that nothing in this Section 6.11 the term “development” shall prohibit Wellsford REIT not include demolition of existing structures performed by the Company or the addition of an anchor store to an existing shopping center project, provided that the construction of such improvements is performed by the tenant, and the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or its respective Subsidiary, as applicable, is only obligated to reimburse such tenant for a fixed amount with respect to the cost of such construction upon completion of such construction by such tenant. The undeveloped projects of the Company, the Trust and its Subsidiaries as of the Closing are set forth on Schedule 10.13 hereto. Nothing herein shall prohibit the Company, the Trust or any of their respective Subsidiaries thereof from entering into an agreement to acquire Real Estate at a time when such Real Estate which has been developed and initially leased by another Person. Further, any new development project permitted under the terms of this Section 10.13 engaged in by the Company (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof, before any vertical construction commences on any phase of such project, shall be either (i) at least fifty percent (50%) pre-leased (based on the gross leasable area of the improvements to the development, or the phase of the development project being developed, excluding outlots), including all anchors in such phase (it being agreed that Company shall receive a credit against such occupancy requirement for any space to be occupied by an anchor that has been conveyed to such anchor), or under a purchase agreement to sell and all construction bids shall be in place, and any such development shall continue to be deemed an undeveloped parcel until such time as construction commences, or (ii) sufficiently pre-leased such that based on such Leases the gross income from such Leases upon completion of such project shall equal or exceed projected operating expenses (including reserves for expenses not paid on a monthly basis). For purposes of this Section 10.13, property shall be deemed to be in development at all times that it is Under Development.