EPR Senior First Mortgages. Borrower covenants, represents and warrants to Agent and each of the Lenders with respect to any EPR Senior First Mortgage on any of the Borrowing Base Properties (a “Qualified EPR Senior Mortgage” or collectively, “Qualified EPR Senior Mortgages”), if any, and any related EPR Senior Property Loan Documents (collectively, with the Qualified EPR Senior Mortgage(s), the “Qualified Senior Property Loan Documents”), as follows:
EPR Senior First Mortgages. With respect to any Borrowing Base Property that is encumbered by an EPR Senior First Mortgage, the interest income under the related EPR Senior Property Loan for such period (provided that it is deemed collectible within the next 45 days, and provided however that any amounts accrued shall only include those amounts not more than 45 days delinquent in arrears) for the Borrowing Base Property, all such amounts to be attributed to such period and accrued and determined in accordance with GAAP, less (i) all “property expenses” (as set forth in (a), above), actually paid by Borrower-SPE, and (ii) an allowance for the Management Expense and (iii) the Replacement Reserve (provided, however, that the deduction described in the preceding clause (iii) shall not apply to Borrowing Base Property consisting of land under development which is subject to an EPR Senior First Mortgage). If a Borrowing Base Property encumbered by an EPR Senior First Mortgage has been in existence for less than a year or any other computational period hereunder, expenses described in clause (i) above that are payable less frequently than monthly during the course of a year (e.g., real estate taxes and insurance premiums) shall be adjusted by “straight lining” the amounts so that such expenses are accrued on a monthly basis over the course of a year and fairly stated for each period. In the event that information for trailing four (4) quarters or for any other period as may be required hereunder, is not available for a Borrowing Base Property described above, then for purposes of this calculation, “interest income” shall mean the actual annual interest income for the Borrowing Base Property, as provided for in the applicable EPR Senior First Mortgage less the Management Expense and less the Replacement Reserve. Additionally, as the Borrowing Base Property financial information becomes available (i.e. after the Borrowing Base Property has been in operation for one quarter, two quarters, etc.) such actual information shall be used, as adjusted, by “annualizing” the amounts so that such amounts are received on a monthly basis over the course of a year and fairly stated for each period, and as further adjusted for “property expenses,” Management Expense and Replacement Reserves. Eligible Real Estate. Real Estate:
EPR Senior First Mortgages. To the extent that any of the same have been requested by Agent or any of the Lenders, the Borrower has delivered to the Agent (i) true copies of the EPR Senior First Mortgages relating to each applicable Borrowing Base Property and (ii) an accurate and complete schedule of payments (the “EPR Senior Loan Payment Schedule”) due under each EPR Senior Property Loan relating to each applicable Borrowing Base Property as of the date of inclusion of each Borrowing Base Property as a Borrowing Base Property. Except as set forth in Schedule 6.31, the EPR Senior First Mortgages reflected therein are, as of the date of inclusion of the applicable Borrowing Base Property as a Borrowing Base Property, (i) in full force and effect in accordance with their terms, (ii) without any payment default or any other material default under any EPR Senior Property Loan, and (iii) without any defenses, counterclaims or offsets available to any mortgagor thereunder. Additionally, as of the date of inclusion of the applicable Borrowing Base Property as a Borrowing Base Property, the Borrower has not given or made, any notice of any payment or other material default with respect to any EPR Senior Property Loan, or any claim, which remains uncured or unsatisfied, with respect to any of the EPR Senior Property Loans, and to the best of the knowledge and belief of the Borrower, there is no basis for any such claim or notice of default by any EPR Mortgagor.”
EPR Senior First Mortgages. The Borrower has delivered to the Agent (i) true copies of the EPR Senior First Mortgages relating to each applicable Borrowing Base Property and (ii) an accurate and complete schedule of payments (the “EPR Senior Loan Payment Schedule”) due under each EPR Senior Property Loan relating to each applicable Borrowing Base Property as of the date of inclusion of each Borrowing Base Property as a Borrowing Base Property. Except as set forth in Schedule 6.31, the EPR Senior First Mortgages reflected therein are, as of the date of inclusion of the applicable Borrowing Base Property as a Borrowing Base Property, (i) in full force and effect in accordance with their terms, (ii) without any payment default or any other material default under any EPR Senior Property Loan, and (iii) without any defenses, counterclaims or offsets available to any mortgagor thereunder. Additionally, as of the date of inclusion of the applicable Borrowing Base Property as a Borrowing Base Property, the Borrower has not given or made, any notice of any payment or other material default with respect to any EPR Senior Property Loan, or any claim, which remains uncured or unsatisfied, with respect to any of the EPR Senior Property Loans, and to the best of the knowledge and belief of the Borrower, there is no basis for any such claim or notice of default by any EPR Mortgagor.
