Common use of Development Activity Clause in Contracts

Development Activity. Without the consent of the Majority Banks, neither the Borrower nor any Subsidiary shall engage, directly or indirectly, in the development, construction or substantial renovation or rehabilitation of commercial real estate (provided that the foregoing shall not be deemed to be breached by the residential real estate development activities by the Residential Corporations nor the restoration or rehabilitation of commercial real estate following damage by casualty or condemnation). The Borrower acknowledges that the decision of the Majority 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 (other than from the Loans) and equity to complete such development and evidence that the Borrower or its Subsidiary has the resources and expertise necessary to complete such project. Notwithstanding the foregoing, the Borrower is currently developing for its own account an office building not exceeding 110,000 square feet on Phase II of the land owned by Borrower in Austin, Texas known as "The Avallon" and may develop an office building not exceeding 80,000 square feet on Phase III of the land owned by Borrower in Austin, Texas known as "The Avallon", provided that with respect to each such building (a) BMC Software or an affiliate thereof shall have executed and delivered to Borrower a lease to occupy not less than sixty-five percent (65%) of such building within one (1) year of completion of the same, and (b) the actual cost of developing improvements thereon with respect to each such building shall not exceed $15,000,000.00. Notwithstanding the foregoing, Borrower can engage in, and proceeds of the Loans may be used for, the construction of tenant improvements within space to be occupied by tenants of buildings owned by the Borrower or its Subsidiaries, and for the renovation or demolition and reconstruction of the Surtran Garage at Continental Plaza, provided that the cost of such renovation or demolition and reconstruction shall not exceed $20,000,000.00, and for the construction of the Frost Bank Garage in Austin, Texas. Nothing herein shall prohibit the Borrower or any Subsidiary from acquiring Real Estate which has been developed and initially leased by another Person.

Development Activity. Without the consent of the Majority Banks, neither the Borrower nor any Subsidiary or Investment Partnership shall engage, directly or indirectly, in the development, construction or substantial renovation or rehabilitation of commercial real estate (provided that the foregoing shall not be deemed to be breached by the residential real estate development activities by the Residential Corporations nor the development activities permitted by the partnership agreements for the Woodlands and Americold URS nor the restoration or rehabilitation of commercial real estate following damage by casualty or condemnation). The Borrower acknowledges that the decision of the Majority 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 (other than from the Loans) and equity to complete such development and evidence that the Borrower or its Subsidiary or Investment Partnership has the resources and expertise necessary to complete such project. Notwithstanding the foregoing, the Borrower is currently developing for its own account an office building not exceeding 110,000 square feet on Phase II of the land owned by Borrower in Austin, Texas known as "The Avallon" and may develop an office building not exceeding 80,000 square feet on Phase III of the land owned by Borrower in Austin, Texas known as "The Avallon", provided that with respect to each such building (a) BMC Software or an affiliate thereof shall have executed and delivered to Borrower a lease to occupy not less than sixty-five percent (65%) of such building within one (1) year of completion of the same, and (b) the actual cost of developing improvements thereon with respect to each such building shall not exceed $15,000,000.00. Notwithstanding the foregoing, Borrower can engage in, and proceeds of the Loans may be used for, (i) the construction of tenant improvements within space to be occupied by tenants of buildings owned by the Borrower or its Subsidiaries, and for (ii) the renovation or demolition and reconstruction of the Surtran Garage at Continental Plaza, provided that the cost of such renovation or demolition and reconstruction shall not exceed $20,000,000.00, and for (iii) the construction of the Frost Bank Garage in Austin, Texas, (iv) the construction for its own account of an approximately 1,000 room hotel and related amenities on land owned by the Borrower at Houston Center, and (v) the construction for its own account of an office building not exceeding 1,000,000 square feet on land owned by the Borrower near The Crescent. Nothing herein shall prohibit the Borrower or any Subsidiary or Investment Partnership from acquiring Real Estate which has been developed and initially leased by another Person.