Common use of Loan-to-Value Ratio Clause in Contracts

Loan-to-Value Ratio. The aggregate outstanding principal balance of all Loans hereunder shall never exceed the lesser of: (i) eighty percent (80%) of the then existing Eligible Accounts; or (ii) eighty percent (80%) of the value of all Collateral, as determined by Lender in its sole and absolute discretion (the “Loan Availability”). In the event at any time the aggregate outstanding principal balance of all Loans hereunder exceeds the Loan Availability (an “Over-advance”), Borrower shall be obligated to eliminate such Over-advance as follows: (A) if the Over-advance exists as of the Effective Date, then: (I) Lender shall determine the amount of the Over-advance, as well as the estimated amount of a payment (“Estimated Over-advance Payment”) to be made by Borrower at such payment intervals as Lender may determine, to be applied against the principal balance of the outstanding Loans, such that the Over-advance would be eliminated over a one hundred twenty (120) day period from the Effective Date (Lender shall have the right to modify the amount of the Estimated Over-advance Payment from time to time upon notice to Borrower as necessary to cause the elimination of the Over-advance over the one hundred twenty (120) day period contemplated hereby); and (II) Lender shall notify Borrower of the amount of the Estimated Over-advance Payment, and on each payment interval selected by Lender, Borrower shall make the Estimated Over-Advance Payment to Lender; or (B) if an Over-advance should occur after the Effective Date and during the term of this Agreement, then: (I) Lender shall determine, in its sole discretion, whether: (1) the Over-advance needs to be paid immediately; or (2) the Over-advance can be cured during a period of time as determined by Lender, in its sole discretion, and if so, what other conditions Lender may impose in connection with such cure period. If Lender elects option (1), then Borrower shall, upon notice or demand from Lender, immediately make such repayments of the Loans or take such other actions as shall be necessary to immediately eliminate such Over-advance in full. If Lender elects option (2) above, then Lender shall determine the amount of the Over-advance, the cure period available to Borrower in which to eliminate the Over-advance, and any other conditions to be satisfied by Borrower in connection with the cure period selected by Lender for elimination of the Over-advance, as well as the Estimated Over-advance Payment to be made by Borrower at such payment intervals as Lender may determine, to be applied against the principal balance of the outstanding Loans, such that the Over-advance would be eliminated over whatever cure period shall have been elected by Lender, in its sole discretion (Lender shall have the right to modify the amount of the Estimated Over-advance Payment from time to time upon notice to Borrower as necessary to cause the elimination of the Over-advance over the cure period selected by Lender); and (II) Lender shall notify Borrower of the amount of the Estimated Over-advance Payment, the cure period selected by Lender during which the Over-advance must be eliminated, and any other conditions applicable thereto, and on each payment interval selected by Lender, Borrower shall make the Estimated Over-Advance Payment to Lender, such that the Over-advance is eliminated in full in the period of time selected by Lender therefor. Credit Parties shall also satisfy whatever other conditions may be imposed by Lender as conditions to allowing Credit Parties a cure period to eliminate the Over-advance.

Loan-to-Value Ratio. 22.2.1 The aggregate outstanding principal balance of all Loans hereunder Borrowers will ensure that, on any Test Date, Loan to Value shall never not exceed the lesser of: (i) eighty percent (8075%) . 22.2.2 The Agent shall be entitled to require that a Valuation of the then existing Eligible Accounts; Properties (or any of them) is carried out: (iiA) eighty percent (80%) of the value of all Collateral, as determined by Lender in its sole and absolute discretion (the “Loan Availability”). In the event at any time after the aggregate outstanding principal balance date of all Loans hereunder exceeds this Agreement, up to a maximum of one Valuation in any 12 month period, with such Valuation to be at the Loan Availability cost of the Borrowers; or (an “Over-advance”B) if a Default has occurred and is continuing, at the cost of the Borrowers; (C) if , in the opinion of the Agent, there may be a breach of the covenant in this Clause 22.2, at the cost of the Borrowers (provided that such Valuation shall only be of the cost of the Borrowers if it shows a breach of this Clause 22.2); (D) if a Borrower intends to Dispose of its interest in a Property in accordance with Clause 20.5.3 (Disposals), provided that there is no Valuation dated within the period of 6 months ending on the date of the proposed Disposal, at the cost of the Borrowers; or (E) at any other time at the cost of the Agent. 22.2.3 If: (A) a Disposal is intended in accordance with Clause 20.5.3 (Disposals) and there is no Valuation of such Property dated within the period of 6 months ending on the date of the entry into of a binding contract in respect of such Disposal; or (B) a Borrower requires a Valuation to be carried out so as to ascertain whether a Cash Release Event has occurred, whether monies may be released from the Rectification Account or to determine the Applicable Margin, the relevant Borrower shall be obligated entitled to eliminate require that a Valuation of such Over-advance as follows: Property is carried out, such Valuation to be at the cost of the relevant Borrower. 22.2.4 If the requirement under Clause 22.2.1 is not met on any Interest Payment Date, the Borrowers may, within 5 Business Days of the earlier of the Compliance Certificate being delivered which shows the breach, or of the breach being notified to the Borrowers by the Agent, remedy such breach by: (A) if depositing into the Over-advance exists Rectification Account; or (B) prepaying the Loan by; or (C) providing a Bank Guarantee in respect of, such amount as of is determined by the Effective DateAgent as, then: (I) Lender shall determine when treated as a reduction in the amount of the Over-advanceLoan (in the case of paragraph (A) or (C) above), as well as will ensure compliance with Clause 22.2.1 above (such amount being the estimated "Loan to Value Cure Amount"). 22.2.5 On the date of any transfer of any amount of a payment (“Estimated Over-advance Payment”) referred to be made by Borrower at such payment intervals as Lender may determine, to be applied against the principal balance of the outstanding Loans, such that the Over-advance would be eliminated over a one hundred twenty (120) day period in Clause 22.2.4 above from the Effective Date Rectification Account to the Rent Account in accordance with Clause 21.8.4 (Lender The Rectification Account), the relevant Borrower shall have deposit such additional amount into the right to modify Rectification Account as is determined by the Agent as, when treated as a reduction in the amount of the Estimated Over-advance Payment from time Loan, will ensure compliance with Clause 22.2.1 above. 22.2.6 The right to time upon notice remedy a breach of Clause 22.2.1 pursuant to Borrower as necessary to cause the elimination of the Over-advance over the one hundred twenty (120) day period contemplated hereby); and (II) Lender shall notify Borrower of the amount of the Estimated Over-advance Payment, and on each payment interval selected by Lender, Borrower shall make the Estimated Over-Advance Payment to Lender; or (B) if an Over-advance should occur after the Effective Date and Clause 22.2.4 may not be exercised more than four times in aggregate during the term of the Facility and not on more than two consecutive Interest Payment Dates. For the purposes of the limits set out in this AgreementClause 22.2.6, then: any deposit, prepayment or provision of a Bank Guarantee made by the Borrowers in accordance with Clause 20.5.3(D)(2) (IDisposals) Lender shall determine, in its sole discretion, whether: will not be counted. 22.2.7 If the Borrowers have remedied a breach of Clause 22.2.1 pursuant to either paragraph (1A) the Over-advance needs to be paid immediately; or (2C) the Over-advance can be cured during a period of time as determined by Lender, in its sole discretion, and if so, what other conditions Lender may impose in connection with such cure period. If Lender elects option (1), then Borrower shall, upon notice or demand from Lender, immediately make such repayments of the Loans or take such other actions as shall be necessary to immediately eliminate such Over-advance in full. If Lender elects option (2) above, then Lender shall determine the amount of the Over-advanceClause 22.2.4, the cure period available Borrowers may, at any time following such remedy and upon five Business Days' prior written notice having been given to Borrower the Agent: (A) replace the Loan to Value Cure Amount so deposited into the Rectification Amount with a Bank Guarantee in which respect of such amount; or (B) replace the Bank Guarantee in respect of such Loan to eliminate Value Cure Amount with a deposit into the Over-advance, and any other conditions to be satisfied by Borrower in connection with the cure period selected by Lender for elimination Rectification Account of the Over-advancesuch amount, as well as the Estimated Over-advance Payment to be made by Borrower at such payment intervals as Lender may determine, to be applied against the principal balance of the outstanding Loans, such that the Over-advance would be eliminated over whatever cure period shall have been elected by Lender, in its sole discretion (Lender shall have the right to modify the amount of the Estimated Over-advance Payment from time to time upon notice to Borrower as necessary to cause the elimination of the Over-advance over the cure period selected by Lender); and (II) Lender shall notify Borrower of the amount of the Estimated Over-advance Payment, the cure period selected by Lender during which the Over-advance must be eliminated, and any other conditions applicable thereto, and on each payment interval selected by Lender, Borrower shall make the Estimated Over-Advance Payment to Lender, such that the Over-advance is eliminated in full in the period of time selected by Lender therefor. Credit Parties shall also satisfy whatever other conditions may be imposed by Lender as conditions to allowing Credit Parties a cure period to eliminate the Over-advanceapplicable.

Loan-to-Value Ratio. The aggregate outstanding principal balance of all Loans hereunder shall never exceed the lesser of: (i) eighty percent (80%) of the then existing Eligible Accounts; or (ii) eighty percent (80%) of the value of all Collateral, as determined by Lender in its sole and absolute discretion (the “Loan Availability”). In the event at any time the aggregate outstanding principal balance of all Loans hereunder exceeds the Loan Availability (an “Over-advance”), Borrower shall be obligated to eliminate such Over-advance as follows: (A) if the Over-advance exists as of the Effective Date, then: (I) Lender shall determine the amount of the Over-advance, as well as the estimated amount of a payment (“Estimated Over-advance Payment”) to be made by Borrower at such payment intervals as Lender may determine, to be applied against the principal balance of the outstanding Loans, such that the Over-advance would be eliminated over a one hundred twenty (120) day period from the Effective Date (Lender shall have the right to modify the amount of the Estimated Over-advance Payment from time to time upon notice to Borrower as necessary to cause the elimination of the Over-advance over the one hundred twenty (120) day period contemplated hereby); and (II) Lender shall notify Borrower of the amount of the Estimated Over-advance Payment, and on each payment interval selected by Lender, Borrower shall make the Estimated Over-Advance Payment to Lender; or (B) if an Over-advance should occur after the Effective Date and during the term of this Agreement, then: (I) Lender shall determine, in its sole discretion, whether: (1) the Over-advance needs to be paid immediately; or (2) the Over-advance can be cured during a period of time as determined by Lender, in its sole discretion, and if so, what other conditions Lender may impose in connection with such cure period. If Lender elects option (1), then Borrower shall, upon notice or demand from Lender, immediately make such repayments of the Loans or take such other actions as shall be necessary to immediately eliminate such Over-advance in full. If Lender elects option (2) above, then Lender shall determine the amount of the Over-advance, the cure period available to Borrower in which to eliminate the Over-advance, and any other conditions to be satisfied by Borrower in connection with the cure period selected by Lender for elimination of the Over-Over- advance, as well as the Estimated Over-advance Payment to be made by Borrower at such payment intervals as Lender may determine, to be applied against the principal balance of the outstanding Loans, such that the Over-advance would be eliminated over whatever cure period shall have been elected by Lender, in its sole discretion (Lender shall have the right to modify the amount of the Estimated Over-advance Payment from time to time upon notice to Borrower as necessary to cause the elimination of the Over-advance over the cure period selected by Lender); and (II) Lender shall notify Borrower of the amount of the Estimated Over-advance Payment, the cure period selected by Lender during which the Over-advance must be eliminated, and any other conditions applicable thereto, and on each payment interval selected by Lender, Borrower shall make the Estimated Over-Advance Payment to Lender, such that the Over-advance is eliminated in full in the period of time selected by Lender therefor. Credit Parties shall also satisfy whatever other conditions may be imposed by Lender as conditions to allowing Credit Parties a cure period to eliminate the Over-advance.

Loan-to-Value Ratio. The aggregate loan amounts outstanding principal balance of all under the Loan and the Previous Loans hereunder from time to time shall never not exceed the lesser of: (i) eighty fifty percent (8050%) of the then existing Eligible Accounts; Appraised Value of the Properties and the Prior Properties as determined by Lender during the prior twelve (12) months pursuant to updated Appraisals. Notwithstanding the foregoing, the loan to appraised value of properties securing a single loan (ie, any one of the Loan or Previous Loans) may increase to a maximum amount of sixty percent (60%) or less so long as the aggregate outstanding principal amounts under the Loan and Previous Loans divided by the aggregate Appraised Value of the Properties and the Appraised Value of Prior Properties is fifty percent (50%) or less. The foregoing covenants shall be tested annually in the fourth calendar quarter. In the event of a default under this Section 6.13, Borrower, at its election, shall have one hundred eighty (180) days (i) to cure such default by either paying down the aggregate outstanding principal amount of the Loan and the Previous Loans to an amount that would comply with this Section 6.13 or furnish additional first mortgage real estate collateral acceptable to Lender supported by title insurance, environmental due diligence and current Appraisals or (ii) eighty percent (80%) deliver notice to Lender that Borrower will, at its own expense, obtain a new Appraisal of all or a portion of the value Properties (a “Reappraisal Notice”). If Borrower delivers such a Reappraisal Notice, Borrower shall, within 90 days after the date of the Reappraisal Notice, obtain and deliver to Lender a new Appraisal of all Collateral, as determined by or a portion of the Properties which shall be acceptable to Lender in its reasonable but sole and absolute discretion discretion. Subject to Lender’s approval of the new Appraisal, promptly following receipt of such new Appraisal, Lender shall recalculate the loan to value ratio using the Appraisal Value stated therein (and, if the “Loan Availability”). In new Appraisal does not include all of the event at Properties, previously performed Appraisals of any time the aggregate outstanding principal balance of all Loans hereunder exceeds the Loan Availability (an “Over-advance”such excluded Properties), Borrower shall be obligated to eliminate such Over-advance as follows: (A) if the Over-advance exists as of the Effective Date, then: (I) Lender shall determine the amount of the Over-advance, as well as the estimated amount of a payment (“Estimated Over-advance Payment”) to be made by Borrower at such payment intervals as Lender may determine, to be applied against the principal balance of the outstanding Loans, such that the Over-advance would be eliminated over a one hundred twenty (120) day period from the Effective Date (Lender shall have the right to modify the amount of the Estimated Over-advance Payment from time to time upon notice to Borrower as necessary to cause the elimination of the Over-advance over the one hundred twenty (120) day period contemplated hereby); and (II) Lender shall notify Borrower of the amount of results. If such recalculated loan to value ratio is sufficient to comply with the Estimated Over-advance Paymentloan to value requirements set forth in this Section 6.13, and on each payment interval selected no further action by LenderBorrower is required with respect to the loan to value requirements for the applicable period. However, if such recalculated loan to value ratio is insufficient for such purpose, Borrower shall have the option (at any time within the 180 day period, but no later than July 1 of any year) to (i) make a prepayment which, if made prior to the Estimated Over-Advance Payment date of measurement of such recalculated loan to value ratio, would have caused Borrower to be in compliance with the loan to value requirements set forth herein or (ii) furnish additional first mortgage real estate collateral acceptable to Lender; or (B) if an Over-advance should occur after the Effective Date and during the term of this Agreement, then: (I) Lender shall determine, in its sole discretion, whether: (1) the Over-advance needs to be paid immediately; or (2) the Over-advance can be cured during a period of time as determined by Lender, in its sole discretion, and if so, what other conditions Lender may impose in connection with such cure period. If Lender elects option (1), then Borrower shall, upon notice or demand from Lender, immediately make such repayments of the Loans or take such other actions as shall be necessary to immediately eliminate such Over-advance in full. If Lender elects option (2) above, then Lender shall determine the amount of the Over-advance, the cure period available to Borrower in which to eliminate the Over-advance, and any other conditions to be satisfied by Borrower in connection with the cure period selected by Lender for elimination of the Over-advance, as well as the Estimated Over-advance Payment to be made by Borrower at such payment intervals as Lender may determine, to be applied against the principal balance of the outstanding Loans, such that the Over-advance would be eliminated over whatever cure period shall have been elected by Lender, in its sole discretion (Lender shall have the right to modify the amount of the Estimated Over-advance Payment from time to time upon notice to Borrower as necessary to cause the elimination of the Over-advance over the cure period selected by Lender); and (II) Lender shall notify Borrower of the amount of the Estimated Over-advance Payment, the cure period selected by Lender during which the Over-advance must be eliminated, and any other conditions applicable thereto, and on each payment interval selected by Lender, Borrower shall make the Estimated Over-Advance Payment to Lender, such that the Over-advance is eliminated in full in the period of time selected by Lender therefor. Credit Parties shall also satisfy whatever other conditions may be imposed by Lender as conditions to allowing Credit Parties a cure period to eliminate the Over-advance.

Loan-to-Value Ratio. The Notwithstanding any provision of the Deed of Trust or the Lease to the contrary, Eldorado shall have absolutely no right to request or permit the aggregate outstanding principal balance of all Loans hereunder obligations secured by the Deed of Trust (the “Total Debt”) to exceed at any time an amount equal to sixty percent (60%) of the Fair Market Value of the Eldorado Block Property as determined pursuant to the Third Amendment to the Lease (the “Maximum Debt Cap”). If CS&Y at any time determines that the Total Debt exceeds the Maximum Debt Cap (as determined by CS&Y, and not by appraisal), then CS&Y shall never exceed deliver written notice to Eldorado (the lesser of“Debt Notice”) describing the amount of the Total Debt and the CS&Y’s calculation of the Maximum Debt Cap. Within sixty (60) days after receipt of a Debt Notice, Eldorado shall either: (i) eighty reduce the amount of the Total Debt to an amount less than the Maximum Debt Cap as calculated by CS&Y, or (ii) deliver a written notice to CS&Y requesting a determination of the then current Maximum Debt Cap pursuant to appraisal in accordance with the provisions of the Third Amendment to Lease (an “Appraisal Notice”). If CS&Y does not receive an Appraisal Notice within such sixty (60) day period, or if Eldorado does not reduce the Total Debt below the Maximum Debt Cap within such sixty (60) day period, then Eldorado shall be in default under the Lease and CS&Y shall have the right, in addition to all of its other rights and remedies under the Lease, at any time thereafter, to terminate the Lease by delivery of written notice of termination to Eldorado. If Eldorado timely delivers an Appraisal Notice to CS&Y, then Eldorado and CS&Y shall fully cooperate, in good faith, to select an appraiser and cause an appraisal to be conducted in accordance with the terms of the Third Amendment to the Lease. If the Total Debt exceeds sixty percent (8060%) of the Fair Market Value as determined pursuant to such appraisal, then existing Eligible Accounts; or (ii) eighty Eldorado shall immediately reduce the Total Debt to an amount less than sixty percent (8060%) of the value of all Collateral, Fair Market Value as determined by Lender such appraisal. If Eldorado does not so reduce the Total Debt within sixty (60) days after completion of such appraisal, then CS&Y shall have the right, in addition to all of its sole other rights and absolute discretion (remedies under the “Loan Availability”). In the event Lease, at any time thereafter, to terminate the aggregate outstanding principal balance Lease by delivery of all Loans hereunder exceeds written notice of termination to Eldorado. Notwithstanding any provision of this Section 4 to the Loan Availability contrary, so long as the Deed of Trust fully encumbers Parcels 1, 2, 3 and 5 (an “Over-advance”excluding the Road Portion), Borrower shall be obligated to eliminate such Over-advance as follows: (A) if the Over-advance exists as of the Effective Date, then: (I) Lender shall determine the amount of the Over-advance, as well and so long as the estimated amount of a payment (“Estimated Over-advance Payment”) improvements on the Eldorado Property have not been damaged, destroyed or condemned in any material manner, then Eldorado shall have no obligation to be made by Borrower at such payment intervals as Lender may determine, to be applied against reduce the principal balance of the outstanding LoansLoan below $130,000,000; provided, such however that the Over-advance would be eliminated over a one hundred twenty (120) day period from the Effective Date (Lender this sentence shall have the right to modify the amount no force or effect after retirement or refinance of the Estimated Over-advance Payment from time to time upon notice to Borrower as necessary to cause the elimination of the Over-advance over the one hundred twenty (120) day period contemplated hereby); and (II) Lender shall notify Borrower of the amount of the Estimated Over-advance Payment, and on each payment interval selected by Lender, Borrower shall make the Estimated Over-Advance Payment to Lender; or (B) if an Over-advance should occur after the Effective Date and during the term of this Agreement, then: (I) Lender shall determine, in its sole discretion, whether: (1) the Over-advance needs to be paid immediately; or (2) the Over-advance can be cured during a period of time as determined by Lender, in its sole discretion, and if so, what other conditions Lender may impose in connection with such cure period. If Lender elects option (1), then Borrower shall, upon notice or demand from Lender, immediately make such repayments of the Loans or take such other actions as shall be necessary to immediately eliminate such Over-advance in full. If Lender elects option (2) above, then Lender shall determine the amount of the Over-advance, the cure period available to Borrower in which to eliminate the Over-advance, and any other conditions to be satisfied by Borrower in connection with the cure period selected by Lender for elimination of the Over-advance, as well as the Estimated Over-advance Payment to be made by Borrower at such payment intervals as Lender may determine, to be applied against the principal balance of the outstanding Loans, such that the Over-advance would be eliminated over whatever cure period shall have been elected by Lender, in its sole discretion (Lender shall have the right to modify the amount of the Estimated Over-advance Payment from time to time upon notice to Borrower as necessary to cause the elimination of the Over-advance over the cure period selected by Lender); and (II) Lender shall notify Borrower of the amount of the Estimated Over-advance Payment, the cure period selected by Lender during which the Over-advance must be eliminated, and any other conditions applicable thereto, and on each payment interval selected by Lender, Borrower shall make the Estimated Over-Advance Payment to Lender, such that the Over-advance is eliminated in full in the period of time selected by Lender therefor. Credit Parties shall also satisfy whatever other conditions may be imposed by Lender as conditions to allowing Credit Parties a cure period to eliminate the Over-advanceLoan.