Common use of Maintenance of Indebtedness Clause in Contracts

Maintenance of Indebtedness. For a period of ten years following the date hereof, the Partnership shall maintain indebtedness (the "Required Indebtedness") in an amount equal to the lesser of approximately: (A) $4,300,000 or (B) the aggregate negative capital account balances of the contributor of Northgate Country Club (the "Northgate Partner") at the time of the contribution of such Golf Course (the "Initial Negative Capital Account"); and the Northgate Partner shall be permitted to guaranty such indebtedness. The Required Indebtedness shall be reduced to the extent that the Northgate Partner (or its partners, if the Northgate Partner distributes its Partnership Units to its partners) redeem in whole or in part, their Partnership Units in exchange for REIT Shares, redeem their Partnership Units in full for cash or otherwise dispose of their Partnership Units or dies (the Partnership Units that are so redeemed, disposed of, or held by transferees of deceased holders are referred to as "Stepped-Up Basis Units"). In such a case, the Required Indebtedness shall be reduced by an amount equal to the original Required Indebtedness prior to any reduction multiplied by a fraction equal to (i) the Initial Negative Capital Account, minus the aggregate negative capital account balances associated with the Stepped-Up Basis Units redeemed or transferred immediately prior to the reduction of the Required Indebtedness, divided by (ii) the Initial Negative Capital Account. If the Partnership fails to maintain such level of debt, then the Partnership shall pay to the Northgate Partner (or its partners, if the Northgate Partner distributes its Partnership Units to its partners) the amount of federal and state income taxes (together with interest and penalties) of that Partner, which are associated with the reduction in debt. To the extent at the end of the ten (10) year period the Partnership has debt not otherwise guaranteed, the Partnership, to the extent permitted by the lender, will permit the Northgate Partner (or its partners, if the Northgate Partner distributes its Partnership Units to its partners) to guarantee such debt (or to enter into reimbursement agreements with the Partnership or any Affiliate of the Partnership to whom such debt is recourse, if any); provided, however, that nothing contained herein shall prevent the Partnership or any such affiliate from incurring, retiring, repaying, or prepaying such debt at any time after such ten year period.

Maintenance of Indebtedness. For a period of ten 10 years following the date hereofFirst Class B Admission Date, the Partnership shall maintain indebtedness (above and beyond amounts guaranteed by Will▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ any other guarantors) (the "Required Indebtedness") in an amount equal to the lesser of approximatelyof: (A) $4,300,000 45,000,000 or (B) the aggregate negative capital account balances of the contributor of Northgate Country Club (the "Northgate Partner") at the time contributors of the contribution of such Golf Course (the "Initial Negative Capital Account"); and the Northgate Partner shall be permitted to guaranty such indebtednessClass B Hotels. The Required Indebtedness shall be reduced to the extent that the Northgate Partner (or its partnersOriginal Holders redeem, if the Northgate Partner distributes its Partnership Units to its partners) redeem in whole or in part, their Preferred Partnership Units in exchange for REIT Shares, redeem their Preferred Partnership Units in full for cash or otherwise dispose of their Preferred Partnership Units (other than by a conversion to Common Partnership Units) or dies die (the Preferred Partnership Units that are so redeemed, disposed of, or held by transferees of deceased holders are referred to as "Stepped-Up Basis Units"). In such a case, the Required Indebtedness shall be reduced by an amount equal to the original Required Indebtedness prior to any reduction multiplied by a fraction equal to (i) the aggregate negative capital account balances of the contributors of the Class B Hotels listed on Exhibit C to the Guaranty Agreement (the "Initial Negative Capital AccountAccounts"), minus the aggregate negative capital account balances associated with the Stepped-Up Basis Units redeemed or transferred immediately prior to the reduction of the Required Indebtedness, divided by (ii) the Initial Negative Capital AccountAccounts. If the Partnership fails to maintain such level of debt, then the Partnership shall pay to the Northgate Partner (or its partners, if the Northgate Partner distributes its Partnership Units to its partners) Class B Limited Partners the amount of federal and state income taxes (together with interest and penalties) of that Partnerthe Class B Limited Partners, which are associated with created by the reduction in debt. To the extent at the end of the ten (10) year period the Partnership has debt not otherwise guaranteed, the Partnership, to the extent permitted by the lender, will permit the Northgate Partner (or its partners, if the Northgate Partner distributes its Partnership Units to its partners) Class B Limited Partners to guarantee such debt (or to enter into reimbursement agreements with the Partnership or any Affiliate of the Partnership to whom such debt is recourse, if any); provided, however, that nothing contained herein shall prevent the Partnership or any such affiliate from incurring, retiring, repaying, or prepaying such debt at any time after such ten year period.the

Maintenance of Indebtedness. For a period of ten 10 years following the date hereofFirst Class B Admission Date, the Partnership shall maintain indebtedness (above and beyond amounts guaranteed by Will▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ any other guarantors) (the "Required Indebtedness") in an amount equal to the lesser of approximatelyof: (A) $4,300,000 45,000,000 or (B) the aggregate negative capital account balances of the contributor of Northgate Country Club (the "Northgate Partner") at the time contributors of the contribution of such Golf Course (the "Initial Negative Capital Account"); and the Northgate Partner shall be permitted to guaranty such indebtednessClass B Hotels. The Required Indebtedness shall be reduced to the extent that the Northgate Partner (or its partnersOriginal Holders redeem, if the Northgate Partner distributes its Partnership Units to its partners) redeem in whole or in part, their Preferred Partnership Units in exchange for REIT Shares, redeem their Preferred Partnership Units in full for cash or otherwise dispose of their Preferred Partnership Units (other than by a conversion to Common Partnership Units) or dies die (the Preferred Partnership Units that are so redeemed, disposed of, or held by transferees of deceased holders are referred to as "Stepped-Up Basis Units"). In such a case, the Required Indebtedness shall be reduced by an amount equal to the original Required Indebtedness prior to any reduction multiplied by a fraction equal to (i) the aggregate negative capital account balances of the contributors of the Class B Hotels listed on Exhibit C to the Guaranty Agreement (the "Initial Negative Capital AccountAccounts"), minus the aggregate negative capital account balances associated with the Stepped-Up Basis Units redeemed or transferred immediately prior to the reduction of the Required Indebtedness, divided by (ii) the Initial Negative Capital AccountAccounts. If the Partnership fails to maintain such level of debt, then the Partnership shall pay to the Northgate Partner (or its partners, if the Northgate Partner distributes its Partnership Units to its partners) Class B Limited Partners the amount of federal and state income taxes (together with interest and penalties) of that Partnerthe Class B Limited Partners, which are associated with created by the reduction in debt. To the extent at the end of the ten (10) year period the Partnership has debt not otherwise guaranteed, the Partnership, to the extent permitted by the lender, will permit the Northgate Partner (or its partners, if the Northgate Partner distributes its Partnership Units to its partners) Class B Limited Partners to guarantee such debt (or to enter into reimbursement agreements with the Partnership or any Affiliate of the Partnership to whom such debt is recourse, if any); provided, however, that nothing contained herein shall prevent the Partnership or any such affiliate from incurring, retiring, repaying, or prepaying such debt at any time after such ten (10) year period.