land holdings and Construction in Progress
$
Total Asset Value
$
Percentage
D.
Aggregate Investments of the types described in clauses A through C above shall
not at any time exceed thirty percent (30%) of Total Asset Value:
Total Investments (A - C)
C - 4
Total Asset Value
$
Percentage
E.
Other Investments not to exceed at any time ten percent (10%) of Total Asset
Value:
Other Investments
$
Total Asset Value
$
Percentage
VIII.
Availability.
A.
Aggregate Borrowing Base Values times 60%
$
B.
Implied Loan Amount
$
C.
Borrowing Base (lesser of A and B) less any Unsecured Indebtedness (other than
the Total Outstandings)
$
C - 5
For the Quarter/Year ended
("Statement
Date")
SCHEDULE 2
to the Compliance Certificate
($ in 000's)
CALCULATION OF TOTAL ASSET VALUE, UNENCUMBERED ASSET VALUE, CONSOLIDATED EBITDA,
ADJUSTED NOI, CONSOLIDATED FIXED CHARGES, AVAILABILITY, ETC.
(all in accordance with the definition for such term
as set forth in the Agreement)
[Provide Various Calculations]
C - 6
EXHIBIT D-1
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each](1) Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each](2) Assignee identified in item 2 below ([the][each, an]
"Assignee").
[It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees](3) hereunder are several and not joint.](4)
Capitalized terms used but not defined herein shall have the meanings given to
them in the Term Loan Agreement identified below (the "Credit Agreement"),
receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to
and incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by Administrative
Agent as contemplated below (i) all of [the Assignor's][the respective
Assignors'] rights and obligations in [its capacity as a Lender][their
respective capacities as Lenders] under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all such outstanding rights
and obligations of [the Assignor][the respective Assignors] under the Commitment
described below (including the Letters of Credit included in such Commitment)
and (ii) to the extent permitted to be assigned under applicable law, all
claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Lender)][the respective Assignors (in their respective capacities
as Lenders)] against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto