THE AMOUNT OF ALL
MINORITY INTEREST DEBT, ALL AS REASONABLY DETERMINED BY THE ADMINISTRATIVE
AGENT.
4)
"SECURED MORTGAGE DEBT" SHALL MEAN THE AGGREGATE
OUTSTANDING AMOUNT OF ALL INDEBTEDNESS SECURED BY A MORTGAGE, DEED OF TRUST, OR
OTHER LIEN ENCUMBERING ALL OR ANY PORTION OF ANY REAL ESTATE PROJECT, AS
REASONABLY DETERMINED BY THE ADMINISTRATIVE AGENT.
5)
"MINORITY INTEREST DEBT" SHALL MEAN, WITH RESPECT TO ANY
REAL ESTATE PROJECT, ALL AMOUNTS THAT WOULD BE DUE TO THE MINORITY OWNERS,
PURSUANT TO THE ORGANIZATION DOCUMENTS ESTABLISHING THE SUBJECT PROJECT LEVEL
ENTITY, UPON THE LIQUIDATION SALE OF THE SUBJECT REAL ESTATE PROJECT AT AN
ASSUMED LIQUIDATION PRICE EQUIVALENT TO THE APPLICABLE VALUATION AMOUNT USED TO
DETERMINE AGGREGATE VALUE OF THE BORROWING BASE REAL ESTATE, ALL AS REASONABLY
DETERMINED BY THE ADMINISTRATIVE AGENT.
6)
"MARKET CAP RATE" SHALL MEAN THE HIGHER OF (I) THE ANNUAL
RATE OF INTEREST PAYABLE ON TEN (10) YEAR UNITED STATES TREASURY OBLIGATIONS
PLUS ONE AND ONE HALF PERCENT (1.50%) AND (II) SIX AND ONE HALF PERCENT (6.50%)
PER ANNUM, AS REASONABLY DETERMINED BY THE ADMINISTRATIVE AGENT.
(III)
THE AGGREGATE VALUE OF THE BORROWING BASE REAL ESTATE SHALL BE
UPDATED ON OR BEFORE JANUARY 1, 2008 EITHER (I) PURSUANT TO AN UPDATE OF THE
ORIGINAL APPRAISAL IN THE SAME FORMAT AND WITH THE SAME LIMITED SCOPE AS THE
ORIGINAL APPRAISAL (EACH, AND "UPDATED APPRAISAL"), OR (II) AN UPDATED VALUATION
BASED UPON THE APPLICATION OF THE MARKET CAP RATE TO THE TRAILING TWELVE (12)
MONTH NET OPERATING INCOME OF THE BORROWING BASE REAL ESTATE, AS REASONABLY
DETERMINED BY THE ADMINISTRATIVE AGENT.
(IV)
PRINCIPAL REDUCTION.
IF AT ANY TIME THE AD/AV RATIO IS NOT
SATISFIED, BORROWER SHALL WITHIN TEN (10) BUSINESS DAYS FOLLOWING ADMINISTRATIVE
AGENT'S NOTICE THEREOF MAKE A PRINCIPAL PAYMENT IN AN AMOUNT SUFFICIENT TO
REDUCE THE AD/AV RATIO TO NOT MORE THAN EIGHTY PERCENT (80%).
IT SHALL BE AN
EVENT OF DEFAULT IF SUCH PAYMENT IS NOT SO MADE.
(B)
DEBT SERVICE COVERAGE RATIO.
(I)
CERTAIN DEFINITIONS.
64
1)
"CALCULATION DATE" SHALL MEAN THE LAST DAY OF EACH CALENDAR
QUARTER COMMENCING WITH DECEMBER 31, 2006.
2)
"CALCULATION PERIOD" SHALL MEAN EACH SUCCESSIVE THREE (3)
MONTH PERIOD ENDING ON A CALCULATION DATE.
3)
"DEBT SERVICE COVERAGE" SHALL MEAN THE RATIO FOR THE
CALCULATION PERIOD OF:
(A) NET OPERATING INCOME TO (B) AGGREGATE DEBT SERVICE.
4)
"NET OPERATING INCOME" SHALL MEAN ALL REVENUES DERIVED FROM
THE OWNERSHIP AND OPERATION, IN THE AGGREGATE, OF THE REAL ESTATE PROJECTS AND
THE INTERIM INVESTMENT OF ACCUMULATED FUNDS MINUS ALL OPERATING EXPENSES, BASED
UPON THE CALENDAR QUARTER JUST ENDED FOR THE CALCULATION PERIOD, ANNUALIZED, AS
REASONABLY DETERMINED BY THE ADMINISTRATIVE AGENT.
5)
"OPERATING EXPENSES" SHALL MEAN EXPENDITURES OF ALL KINDS
MADE WITH RESPECT TO THE OPERATION, IN THE AGGREGATE, OF THE REAL ESTATE
PROJECTS IN THE NORMAL COURSE OF BUSINESS INCLUDING, BUT NOT LIMITED TO,
EXPENDITURES FOR TAXES, INSURANCE, REPAIRS, REPLACEMENTS, MAINTENANCE,
MANAGEMENT FEES, SALARIES, ADVERTISING EXPENSES, PROFESSIONAL FEES, WAGES AND
UTILITY COSTS, AMOUNTS PAYABLE WITH RESPECT TO THE APPLICABLE REAL ESTATE
PROJECTS UNDER OR