Common use of Development Activity Clause in Contracts

Development Activity. Neither the Company, the Trust nor any 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 property to be used principally for 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 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 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, the term “development” shall include the new construction of a shopping center complex or the substantial renovation of improvements to real property 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 shopping centers; provided, however, that the term “development” shall 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 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 the Company, the Trust nor any 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 property to be used principally for 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 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 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, the term “development” shall include the new construction of a shopping center complex or the substantial renovation of improvements to real property 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 shopping centers; provided, however, that the term “development” shall 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 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 the Company, the Trust Borrower nor any 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 Subsidiary 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 property to be used principally for 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)Borrower shall, without the prior written consent of the Required HoldersMajority Banks, before engage, directly or indirectly, in the "ground-up" development of properties to be used principally for commercial office purposes or otherwise, except that Property Owner and Subsidiaries of Borrower or Property Owner (other than WASH, WASH Manager and Xxxxx Avenue Holdings) may engage in the "ground-up" development of Real Estate to be used principally for commercial office purposes provided that the aggregate costs of acquisition and development of all such properties Under Development (assuming the full cost of developing such property) at any vertical construction commences on any phase time shall not exceed the greater of such project, shall be either (i) at least fifty ten percent (5010%) 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 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, Borrower's Consolidated Total Assets or (ii) sufficiently pre leased such that based on such Leases $25,000,000.00. Notwithstanding anything herein to the gross income from such Leases upon completion of such project contrary, except for the Mortgaged Property commonly known as 000 Xxxxxxxx Xxxxxx which may be developed by the Property Owner, no "ground up" development shall equal be performed by the Borrower, the Property Owner, WASH, WASH Manager or exceed projected operating expenses (including reserves for expenses not paid on a monthly basis)Xxxxx Avenue Holdings. For purposes of this Section 10.138.9, the term “"development” " shall include the new construction of a shopping center complex an office building or the substantial renovation of improvements to real property which materially change the character or size thereofoffice 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 shopping centers; providedcommercial office purposes. Without limiting the foregoing, howeverthe Borrower acknowledges that for the purposes of this Agreement, that the term “development” shall not include demolition of existing structures performed (a) any interest 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 (Borrower or any Subsidiary in a property which is proposed to be developed, or Unconsolidated Affiliate thereof)any interest therein pursuant to which the Borrower or any Subsidiary has the right to approve site plans or other plans and specifications or pursuant to which such parties' obligations are conditioned upon the achievement of certain leasing levels, (b) any agreement by the Trust Borrower or its respective Subsidiary, as applicable, is only obligated any Subsidiary which obligates such party to reimburse such tenant for a fixed amount contribute or otherwise advance funds in connection with respect to the cost of such construction or upon completion of the development of a property, or (c) any acquisition of a property which is proposed to be developed or which is under development and lease-up at the time such construction by such tenantagreement is entered into, shall be considered a "development" for the purposes of this Section 8.9. The undeveloped projects Borrower acknowledges that the decision of the CompanyMajority Banks to grant or withhold such consent shall be based on such factors as the Majority Banks deem relevant in their sole discretion, including without limitation, evidence of sufficient funds both from borrowings and equity to complete such development and evidence that such Subsidiary has the Trust resources and its Subsidiaries as of the Closing are set forth on Schedule 10.13 heretoexpertise necessary to complete such project. Nothing herein shall prohibit the Company, the Trust Borrower or any Subsidiary of their respective Subsidiaries thereof the Borrower from entering into an agreement to acquire 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 Person 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 extent not otherwise prohibited 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 DevelopmentAgreement.

Development Activity. Neither NeitherAny new development project engaged in by the Company, the Trust nor any 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), (iiSection 10.12(c) 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 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 property to be used principally for 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 HoldersHoldersthereof), 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 pre-lease 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, the term “development” shall include the new construction of a shopping center complex or the substantial renovation of improvements to real property 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 shopping centers; provided, however, that the term “development” shall 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 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 Leases the gross income from such leases 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 NeitherAny new development project engaged in by the Company, the Trust nor any 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), (iiSection 10.12(c) 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 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 property to be used principally for 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 HoldersHoldersthereof), 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 pre-lease 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, the term “development” shall include the new construction of a shopping center complex or the substantial renovation of improvements to real property 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 shopping centers; provided, however, that the term “development” shall 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 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 the Company, the Trust Borrower nor any of their respective Subsidiaries Subsidiary 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 property to be used principally for retail shopping centers or a use ancillary thereto (commercial real estate except for the development commonly referred to as Aquiaof warehouse distribution facilities (including, without limitation, the speculative development of warehouse distribution facilities, but excluding build-to-suit development of warehouse distribution facilities which remain 100% leased during development), the aggregate cost of which facilities (on a fully developed basis) which Under Development at any one time has a total cost in excess shall not exceed twenty percent (20%) of the limit set forth in Section 10.12(b), without the prior written consent value 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 Consolidated Total Assets of the improvements Borrower, adjusted pursuant 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 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)Section 9.7. For purposes of this Section 10.138.9, the term “"development” " shall include the new construction of a shopping center complex or the substantial renovation or rehabilitation of improvements to real property. Without limiting the generality of the foregoing, the Borrower acknowledges that for the purposes of this Agreement, (i) any interest by the Borrower or any Subsidiary in a property which materially change is proposed to be developed, or any interest therein pursuant to which the character Borrower or size thereof, but shall not include any Subsidiary has the addition of amenities right to approve site plans or other related facilities plans and specifications or pursuant to existing Real Estate which such party's obligations are conditioned upon the achievement of certain initial lease-up levels, or (ii) any agreement by the Borrower or any Subsidiary 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 acquisition of a property which is already used principally 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 shopping centersthe purposes of this Section 8.9; provided, however, that nothing in this Section 8.9 shall prohibit the term “development” shall 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 (Borrower 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 which at a time when such Real Estate 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 the Company, the Trust nor any 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 Any 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 property to be used principally for 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, before any vertical construction commences on any phase of such project, shall be either (i) at least fifty percent (50%) pre leased 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 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 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, the term “development” shall include the new construction of a shopping center complex or the substantial renovation of improvements to real property 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 shopping centers; provided, however, that the term “development” shall 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 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 failure occurs and is continuing, then any of the Purchasers may elect not to purchase the Notes on the date of the Closing.