READ AS FOLLOWS:
"MATURITY DATE" MEANS OCTOBER 1, 2009, AS SUCH DATE MAY BE EXTENDED PURSUANT TO
SECTION 4(B) OF THIS NOTE.
7.
MODIFICATION OF EXTENSION OPTION.
SECTION 4(B) OF THE NOTE IS
HEREBY REVISED IN ITS ENTIRETY TO READ AS FOLLOWS:
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SO LONG
AS NO EVENT OF DEFAULT OR POTENTIAL DEFAULT HAS OCCURRED AND IS CONTINUING,
LENDER SHALL, UPON SATISFACTION OF ALL OF THE FOLLOWING CONDITIONS, EXTEND THE
MATURITY DATE UNTIL OCTOBER 1, 2010:
(I)
MAKER SHALL DELIVER A WRITTEN REQUEST FOR SUCH EXTENSION TO
LENDER ON OR BEFORE A DATE WHICH IS MORE THAN THIRTY (30) DAYS BUT NOT MORE THAN
NINETY (90) DAYS PRIOR TO OCTOBER 1, 2009;
(II)
MAKER SHALL, DURING THE PERIOD FROM AND AFTER SEPTEMBER 16, 2008
AND ON OR BEFORE OCTOBER 1, 2009 (AND SPECIFICALLY EXCLUDING ANY PRINCIPAL
PREPAYMENTS REQUIRED TO BE MADE BEFORE SEPTEMBER 16, 2008), MAKE PRINCIPAL
REDUCTION PAYMENTS TOTALING $5,000,000.00, EITHER THROUGH SALES OF CONDOMINIUM
UNITS AND RELEASE OF SUCH UNITS PURSUANT TO ARTICLE VI OF THE DEED OF TRUST OR
THROUGH CASH PAYMENTS.
IT IS EXPRESSLY UNDERSTOOD AND AGREED BY MAKER THAT ANY
PRINCIPAL REDUCTION PAYMENT RECEIVED IN CONNECTION WITH A PARTIAL RELEASE OF THE
FUTURE DEVELOPMENT AREA UNIT PURSUANT TO SECTION 6.3 OF THE DEED OF TRUST SHALL
NOT BE INCLUDED IN DETERMINING IF MAKER HAS MADE THE REQUIRED $5,000,000.00
PRINCIPAL REDUCTION, EXCEPT TO THE EXTENT THAT SUCH PAYDOWN ON ACCOUNT OF THE
RELEASE OF THE FUTURE DEVELOPMENT AREA UNIT EXCEEDS $3,020,000.00; AND
(III)
LENDER SHALL HAVE RECEIVED FROM AN APPRAISER MUTUALLY ACCEPTABLE
TO LENDER AND BORROWER (IT BEING AGREED THAT CBRE, CUSHMAN WAKEFIELD, AND
INTEGRA, OR ANY SUCCESSOR ENTITIES TO SUCH COMPANIES, ARE APPROVED) AN APPRAISAL
OF THE MORTGAGED PROPERTY (AS DEFINED IN THE DEED OF TRUST) THEN REMAINING
SUBJECT TO THE LIEN OF THE DEED OF TRUST DATED AS OF A DATE NO MORE THAN 90 DAYS
PRIOR TO OCTOBER 1, 2009, AND THE APPRAISED VALUE OF SUCH MORTGAGED PROPERTY AS
DETERMINED BY SUCH APPRAISAL IS NOT LESS THAN THE QUOTIENT OF (X) THE
OUTSTANDING PRINCIPAL BALANCE OF THE OBLIGATIONS ON OCTOBER 1, 2009, DIVIDED BY
(Y) SEVENTY-FIVE PERCENT (75%).
8.
PERMITTED INDEBTEDNESS.
THE DEFINITION OF "PERMITTED
INDEBTEDNESS" IN SECTION 1.01 OF THE LOAN AGREEMENT IS HEREBY REVISED IN ITS
ENTIRETY TO READ AS FOLLOWS:
3
"PERMITTED INDEBTEDNESS" MEANS (A) THE LOAN; (B) PROPERTY TAXES AND INSURANCE
PREMIUMS ACCRUED BUT NOT DELINQUENT; (C) INDEBTEDNESS FOR ITEMS PERMITTED UNDER
THE APPROVED BUDGET FOR WHICH NO ADVANCE HAS YET BEEN MADE FOR PAYMENT AND WHICH
IS NOT PAST DUE; (D) THE ANB CONSTRUCTION LOAN (AND ANY REFINANCINGS THEREOF);
(E) DEBT ARISING UNDER ANY HEDGING ARRANGEMENT BETWEEN BORROWER AND A SWAP
COUNTERPARTY PERMITTED UNDER SECTION 5.18; (F) UNSECURED TRADE INDEBTEDNESS
INCURRED IN THE ORDINARY COURSE OF BUSINESS OF OPERATION AND MAINTENANCE OF THE
AGGREGATE PROPERTY, WHICH IS NOT PAST DUE; AND (G) UNSECURED LOANS MADE BY
OWNERS (DIRECTLY OR INDIRECTLY) OF INTERESTS IN BORROWER OR AFFILIATES OF SUCH
OWNERS.
IT