PP Notes means those certain 10% senior notes due 2013 dated as of June 2007 in an aggregate principal amount of up to $750,000,000 and shall have the meaning given the term "Notes" as defined in the Indenture.
As of the Closing Date, the parties hereto agree that the Borrowing Base shall be equal to $450,000,000 until such time as the Borrowing Base is redetermined in accordance with this Agreement; provided, however, that to the extent that the aggregate principal amount of PP Notes outstanding on the Closing Date exceeds $700,000,000, then the amount specified in this Section for the Borrowing Base shall be reduced by $0.50 for each $1.00 of such excess.
At the time of the sale of the Development Properties, and during the term of the PP Notes, the Company believed that the value of the real property at each Development Property would increase more rapidly than interest would accrue on the PP Note and construction loan related to such property.
PP Notes should be treated as "real estate assets" and, as a result, should not prevent the Company from satisfying the 10% Value Limitation.
The following terms when used herein shall have the following meanings: 2013 PP Notes means the 6.31% Series 2008A Notes, Tranche A, due June 15, 2013 of the Borrower issued pursuant to the Note Purchase Agreement.
Very truly yours, [Form of Opinion] EXHIBIT 1 (PP NOTE ISSUE) This exhibit analyzes whether the Participating Promissory Notes ("PP Notes") were "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code.