OTHER THAN
(A) REAL ESTATE PURCHASED AFTER THE CLOSING DATE SUBJECT TO A PURCHASE MONEY
MORTGAGE THAT CONSTITUTES A PERMITTED LIEN AND (B) ANY PROJECT NOT IN THE
BORROWING BASE AS OF THE CLOSING DATE THAT IS SUBJECT TO A PERMITTED LIEN.
ONE OR MORE PROMISSORY NOTES, IN FORM AND SUBSTANCE SATISFACTORY
TO AGENT, EVIDENCING EACH ITEM OF DEBT ARISING OUT OF ANY LOAN OWED BY A
GUARANTOR OR ANY OF ITS SUBSIDIARIES TO GUARANTOR OR ANY BORROWER AND ALL SUCH
SECURITY AGREEMENTS, DOCUMENTS AND INSTRUMENTS THAT MAY BE NECESSARY OR, AS
REASONABLY DETERMINED BY THE AGENT, DESIRABLE IN ORDER TO CREATE IN FAVOR OF
AGENT, FOR THE BENEFIT OF LENDERS, A VALID AND (UPON THE DELIVERY TO AGENT OF
EACH SUCH PROMISSORY NOTE) PERFECTED FIRST PRIORITY SECURITY INTEREST IN SUCH
PROMISSORY NOTE.
ALL SUCH SECURITY AGREEMENTS, DOCUMENTS AND INSTRUMENTS, AND DULY
COMPLETED UCC FINANCING STATEMENTS AND SUCH FEDERAL AND STATE FORMS THAT MAY BE
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NECESSARY OR, AS REASONABLY DETERMINED BY THE AGENT, DESIRABLE IN ORDER TO
CREATE IN FAVOR OF AGENT, FOR THE BENEFIT OF LENDERS, A VALID AND (UPON SUCH
FILING AND RECORDING OR FILING) PERFECTED FIRST PRIORITY SECURITY INTEREST IN
ALL INCOME TAX REFUNDS AND PROCEEDS THEREOF RECEIVED BY, OR PAYABLE TO,
BORROWERS OR GUARANTOR AFTER THE CLOSING DATE.
2.11.2
REAL ESTATE AND THE INDIVIDUAL LOTS AND THE UNITS THEREON SHALL BE
RELEASED BY AGENT FROM THE LIEN OF THE APPLICABLE MORTGAGE, AFTER RECEIPT BY
AGENT OF NET ASSET SALE PROCEEDS.
AGENT AGREES TO PROVIDE SUCH RELEASES IN A
COMMERCIALLY REASONABLE MANNER, INCLUDING THE DELIVERY OF A RELEASE IN ESCROW TO
THE TITLE COMPANY OR OTHER CLOSING AGENT PRIOR TO THE CLOSING THEREUNDER.
ALL
SALES OF REAL ESTATE, LOTS OR UNITS SHALL BE MADE THROUGH A TITLE COMPANY OR
CLOSING AGENT AND THE NET ASSET SALE PROCEEDS SHALL BE PAID DIRECTLY TO AGENT
FOR APPLICATION TO THE INDEBTEDNESS.
IF A SALE INVOLVES LOTS AND UNITS THAT
HAVE AN APPRAISED VALUE OR COST INCURRED OF $5,000,000 OR MORE, BORROWERS SHALL
DELIVER TO THE AGENT IN CONNECTION WITH SUCH SALE, (I) A NEW, CURRENT BORROWING
BASE CERTIFICATE EVIDENCING THAT IMMEDIATELY AFTER SUCH RELEASE BORROWERS WOULD
BE IN COMPLIANCE WITH THE TERMS OF THIS AGREEMENT (AND, IF NOT, BY A PAYMENT OF
PRINCIPAL IN AN AMOUNT SUFFICIENT TO CAUSE BORROWERS TO BE IN COMPLIANCE) AND,
(II) A CERTIFICATION THAT THERE THEN EXISTS NO CONTINUING EVENT OF DEFAULT.
TO
FACILITATE THE CONVEYANCE OF UNITS IN THE ORDINARY COURSE OF ANY BORROWER'S
BUSINESS, THE TITLE INSURER INVOLVED IN SUCH TRANSACTION MAY, BY AN E-MAIL
ADDRESSED TO REFS_ORLEANS@WACHOVIA.COM, REQUEST CONFIRMATION THAT THE SUBJECT
LOT AND UNIT WILL BE SO RELEASED BY AGENT AND, IF SUCH IS THE CASE, AGENT SHALL
PROMPTLY RESPOND TO SUCH INQUIRY BY E-MAIL AND THE AGENT AGREES TO EXECUTE THE
RELEASE AND PROMPTLY DELIVER SUCH RELEASE TO THE TITLE COMPANY OR CLOSING AGENT.
2.12
General Provisions.
2.12.1
ADVANCES.
ADVANCES OF LOANS AND LETTER OF CREDIT ADVANCES SHALL BE
MADE BY LENDERS SIMULTANEOUSLY AND PROPORTIONATELY TO