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"Expenses of the Property" shall mean, for any period, the current expenses, paid
<br />or accrued, of operation, maintenance and current repair of the Property, as calculated in
<br />accordance with GAAP, and shall include, without limiting the generality of the
<br />foregoing, salaries, wages, employee benefits, cost of materials and supplies, costs of
<br />routine repairs, renewals, replacements and alterations occurring in the usual course of
<br />business, costs and expenses properly designated as capital expenditures (e.g. repairs
<br />which would not be payable from amounts on deposit in a repair and replacement fund
<br />held pursuant to the Loan Documents), a management fee (however characterized) not to
<br />exceed 5.0% of Gross Revenues, costs of billings and collections, costs of insurance, and
<br />costs of audits. Expenses of the Property shall not include any payments, however
<br />characterized, on account of the Junior Loan or any other subordinate financing in respect
<br />of the Property or other indebtedness, allowance for depreciation, amortization or other
<br />non-cash items, gains and losses or prepaid expenses not customarily prepaid.
<br />"Gross Revenues" shall mean all receipts, revenues, income and other moneys
<br />received by or on behalf of Borrower and derived from the ownership or operation of the
<br />Property, and all rights to receive the same, whether in the form of accounts, accounts
<br />receivable, contract rights or other rights, and the proceeds of such rights, and whether
<br />now owned or held or hereafter coming into existence and proceeds received upon the
<br />foreclosure sale of the Property. Gross Revenues shall not include loan proceeds, equity
<br />or capital contributions, or tenant security deposits being held by Borrower in accordance
<br />with the applicable law.
<br />"Senior Loan Obligations" shall mean and includes, collectively, and without
<br />limitation, each of the following: (A) all debt service payments due on the Senior
<br />Indebtedness, (B) all obligations of Borrower under the Senior Loan Documents, (C) all
<br />capital expenditures required for the proper maintenance of the Property in accordance
<br />with the Senior Loan Documents, as calculated by Borrower in accordance with
<br />customarily accepted cash basis accounting principles, consistently applied, and in
<br />accordance with the terms of the Senior Loan Documents; (D) all amounts required to be
<br />deposited into any replacement reserve, completion/repair reserve, operating deficit
<br />reserve, principal repayment reserve, replacement hedge reserve or other reserve or
<br />escrow established or required by Senior Lender or Servicer in connection with the
<br />Senior Loan and the Senior Loan Documents, including the Senior Security Instrument,
<br />and (E) all fees, costs and expenses of Senior Lender and Servicer in connection with the
<br />Senior Loan,
<br />4. Standstill Agreement; Right to Cure Senior Loan Default.
<br />(a) Until such time as any of the Senior Indebtedness has been repaid in full
<br />and the Senior Security Instrument has been released and discharged, Junior Lender shall
<br />not without the prior written consent of Senior Lender, which may be withheld in Senior
<br />Lender's sole and absolute discretion, take any Enforcement Action, including, without
<br />limitation, (i) accelerate the Junior Loan, (ii) exercise any of Junior Lender's remedies
<br />under the Junior Security Instrument or any of the other Junior Loan Documents
<br />(including, without limitation, the commencement of any judicial or non judicial action
<br />of proceeding (a) to enforce any obligation of Borrower under any of the Junior Loan
<br />Subordination and intercreditor Agrceinent (HOME) 10 The Guest House
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