AS FOLLOWS:
(A)
TO FUND REPAYMENT OF THE NECKTIE LOANS; AND
(B)
TO FUND THE CLOSING OF THE BOND TRANSACTION.
3.1.3
LIMITATIONS ON USE OF REVOLVING LOANS; REDUCTION IN
CORPORATE REVOLVER COMMITMENT.
(A) $25,000,000 (DURING SUCH TIME AS THE
REVOLVING CREDIT LIMIT IS LESS THAN $275,000,000), AND (B) $50,000,000 (DURING
SUCH TIME AS THE REVOLVING CREDIT LIMIT IS EQUAL TO OR GREATER THAN
$275,000,000), OF THE AGGREGATE REVOLVING LOAN COMMITMENTS SHALL BE USED
EXCLUSIVELY FOR INVESTMENTS IN LOW INCOME HOUSING TAX CREDITS ("LIHTC
INVESTMENTS"), AND UP TO AN ADDITIONAL $250,000,000 OF THE AGGREGATE REVOLVING
LOAN COMMITMENTS (THE "CORPORATE REVOLVER COMMITMENT") MAY BE USED FOR LIHTC
INVESTMENTS AND ANY OTHER USE PERMITTED UNDER SECTION 3.1.1.
NOTWITHSTANDING
THE FOREGOING, IN THE EVENT THAT ANY PORTION OF THE REVOLVING LOAN COMMITMENTS
SHALL HAVE BEEN USED BY A BORROWER'S SUBSIDIARY FOR LIHTC INVESTMENTS WHERE
EITHER EQUITY INVESTMENTS IN PARTICULAR PROJECTS OR LOANS TO PARTICULAR PROJECTS
REMAIN OUTSTANDING FOR LONGER THAN NINE MONTHS ("STALE LIHTC INVESTMENTS"), THE
CORPORATE REVOLVER COMMITMENT SHALL BE REDUCED ON A DOLLAR FOR DOLLAR BASIS BY
THE AGGREGATE AMOUNT OF THE STALE LIHTC INVESTMENTS.
WITH RESPECT TO EACH LIHTC
INVESTMENT MADE PRIOR TO OR AFTER THE DATE HEREOF, SUCH NINE MONTH PERIOD SHALL
EXPIRE ON THE LATER TO OCCUR OF (I) NINE MONTHS FROM THE DATE HEREOF AND
(II) NINE MONTHS FROM THE FIRST INVESTMENT IN SUCH LIHTC INVESTMENT.
IN THE
EVENT A LIHTC INVESTMENT CONSISTS OF A LOAN OR LOANS TO A LOW INCOME HOUSING TAX
CREDIT PROJECT WHICH IS FOLLOWED BY AN EQUITY INVESTMENT IN SUCH PROJECT, FOR
PURPOSES OF DETERMINING THE EXISTENCE OF A STALE LIHTC INVESTMENT, TWO SEPARATE
NINE MONTH PERIODS SHALL BE MEASURED FOR THE PERIODS OF TIME (Y) THAT ANY
PORTION OF SUCH LOAN OR LOANS REMAIN OUTSTANDING, AND (Z) FROM THE TIME THE
FIRST EQUITY INVESTMENT IN SUCH PROJECT IS MADE.
34
4.
REPAYMENT OF REVOLVING LOANS AND TERM LOAN.
4.1
REVOLVING LOANS.
4.1.1
MATURITY.
THE BORROWERS PROMISE TO PAY ON THE REVOLVER MATURITY
DATE, AND THERE SHALL BECOME ABSOLUTELY DUE AND PAYABLE ON THE REVOLVER MATURITY
DATE, ALL OF THE REVOLVING LOANS OUTSTANDING ON SUCH DATE, TOGETHER WITH ANY AND
ALL ACCRUED AND UNPAID INTEREST THEREON AND ALL OTHER FEES AND OTHER AMOUNTS AND
OBLIGATIONS THEN ACCRUED AND OUTSTANDING WITH RESPECT THERETO.
4.1.2
OPTIONAL REPAYMENTS OF REVOLVING LOANS.
THE BORROWERS SHALL HAVE
THE RIGHT, AT THEIR ELECTION, TO REPAY ALL OR ANY PORTION OF THE OUTSTANDING
REVOLVING LOANS, AT ANY TIME WITHOUT PENALTY OR PREMIUM; PROVIDED THAT ANY FULL
OR PARTIAL PREPAYMENT OF THE OUTSTANDING AMOUNT OF ANY REVOLVING LOANS THAT ARE
LIBOR RATE LOANS MAY BE MADE ONLY ON THE LAST DAY OF THE INTEREST PERIOD
RELATING THERETO (UNLESS BREAKAGE COSTS ARE PAID BY THE BORROWERS PURSUANT TO
SECTION 6.12).
THE BORROWERS SHALL PROVIDE TO THE ADMINISTRATIVE AGENT, NO
LATER THAN 12:00 P.M. BOSTON TIME, AT LEAST THREE (3) BUSINESS DAYS PRIOR
WRITTEN NOTICE OF ANY PROPOSED PREPAYMENT OF ANY LIBOR RATE LOANS PURSUANT TO
THIS SECTION, SPECIFYING THE PROPOSED DATE