Common use of Development Activity Clause in Contracts

Development Activity. Neither the Borrower nor any Subsidiary shall engage, directly or indirectly, in the development of commercial real estate except for the development of 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) Under Development at any one time shall not exceed twenty percent (20%) of the value of the Consolidated Total Assets of the Borrower, adjusted pursuant to Section 9.7. For purposes of this Section 8.9, the term "development" shall include new construction 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 is proposed to be developed, or 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 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 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 8.9; provided, however, that nothing in this Section 8.9 shall prohibit the Borrower 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 the Borrower nor any Subsidiary thereof shall engage, directly or indirectly, in the development of commercial real estate Real Estate or otherwise except for the development of warehouse distribution facilities (includingReal Estate to be used principally for Retail Uses, 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), provided that the aggregate cost of which facilities (on a fully developed basis) acquisition and development of such properties Under Development (assuming the full cost of developing such property) at any one time shall not exceed twenty percent (20%) of the value Borrower's Consolidated Total Assets. For the purpose of the this Section 8.9 only, Consolidated Total Assets shall be determined by subtracting the costs incurred to date of any project Under Development and adding thereto the Borrower, adjusted pursuant to Section 9.7estimated full cost of developing such project. For purposes of this Section 8.9, the term "development" shall include new construction or the substantial renovation or rehabilitation 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 Retail Uses. Without limiting the generality of the foregoing, the Borrower acknowledges that for the purposes of this Agreement, except for any rights pursuant to option agreements that do not obligate the Borrower or any Subsidiary to act pursuant thereto or pursuant to other agreements that limit the recourse of the other party thereto upon a default or breach by Borrower or any Subsidiary thereunder to a reasonable earn▇▇▇ ▇▇▇ey deposit as liquidated damages, (ia) any interest by the Borrower or any Subsidiary in a property which is proposed to be developed, or 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 party's parties' obligations are conditioned upon the achievement of certain initial lease-up leasing levels, or (iib) 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 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 8.9; provided, however, that nothing in this Section 8.9 shall prohibit the Borrower 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.Subsidiary

Development Activity. Neither the Borrower nor any Subsidiary shall of the Borrower shall, without the prior written consent of the Majority Banks, engage, directly or indirectly, in the development of properties to be used principally for commercial real estate office purposes or otherwise, except for that Borrower and its Subsidiaries may engage in the development of warehouse distribution facilities (including, without limitation, Real Estate to be used principally for commercial office purposes provided that the speculative aggregate costs of acquisition and development of warehouse distribution facilities, but excluding build-to-suit development of warehouse distribution facilities which remain 100% leased during development), all such properties Under Development (assuming the aggregate full cost of which facilities (on a fully developed basisdeveloping such property) Under Development at any one time shall not exceed twenty the greater of (i) ten percent (2010%) of the value of the Borrower's Consolidated Total Assets of the Borrower, adjusted pursuant to Section 9.7or (ii) $25,000,000.00. For purposes of this Section 8.9, the term "development" shall include the new construction of an office building or the substantial renovation or rehabilitation of improvements office park, but shall not include Capital Improvement Projects to real propertyexisting Real Estate which is already used principally for commercial office purposes. Without limiting the generality of the foregoing, the Borrower acknowledges that for the purposes of this Agreement, (ia) any interest by the Borrower or any Subsidiary in a property which is proposed to be developed, or 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 party's parties' obligations are conditioned upon the achievement of certain initial lease-up leasing levels, or (iib) 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 (iiic) any acquisition of a property 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 8.9; provided, however, that nothing in this Section 8.9 shall prohibit the Borrower 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 the Borrower nor any Subsidiary 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 commercial real estate office purposes or otherwise, except for that Property Owner and Subsidiaries of Borrower or Property Owner (other than WASH, WASH Manager and ▇▇▇▇▇ Avenue Holdings) may engage in the "ground-up" development of warehouse distribution facilities (including, without limitation, Real Estate to be used principally for commercial office purposes provided that the speculative aggregate costs of acquisition and development of warehouse distribution facilities, but excluding build-to-suit development of warehouse distribution facilities which remain 100% leased during development), all such properties Under Development (assuming the aggregate full cost of which facilities (on a fully developed basisdeveloping such property) Under Development at any one time shall not exceed twenty the greater of (i) ten percent (2010%) of the value of the Borrower's Consolidated Total Assets of or (ii) $25,000,000.00. Notwithstanding anything herein to the contrary, except for the Mortgaged Property commonly known as ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ which may be developed by the Property Owner, no "ground up" development shall be performed by the Borrower, adjusted pursuant to Section 9.7the Property Owner, WASH, WASH Manager or ▇▇▇▇▇ Avenue Holdings. For purposes of this Section 8.9, the term "development" shall include the new construction of an office building or the substantial renovation or rehabilitation of improvements office park, but shall not include Capital Improvement Projects to real propertyexisting Real Estate which is already used principally for commercial office purposes. Without limiting the generality of the foregoing, the Borrower acknowledges that for the purposes of this Agreement, (ia) any interest by the Borrower or any Subsidiary in a property which is proposed to be developed, or 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 party's parties' obligations are conditioned upon the achievement of certain initial lease-up leasing levels, or (iib) 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 (iiic) any acquisition of a property 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 8.9; provided, however, that nothing in this Section 8.9 shall prohibit the Borrower 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.