58
iii
Page
Section 17.06. Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial
58
Section 17.07. Severability; Entire Agreement
59
Section 17.08. Notices
60
Section 17.09. Further Assurances and Corrective Instruments
61
Section 17.10. Term of this Agreement
62
Section 17.11. Assignments; Third-Party Rights
62
Section 17.12. Headings
62
Section 17.13. General Interpretive Principles
62
Section 17.14. Interpretation
62
Section 17.15. Standards for Decisions, Etc
63
Section 17.16. Decisions in Writing
63
Section 17.17. Requests
63
Section 17.18. Tax Service Contracts
63
Section 17.19. Special Provisions Regarding Boulder Ridge
63
Section 17.20. Recitals
64
iv
EXHIBITS
EXHIBIT A
Schedule of Mortgaged Properties and Initial Valuations
EXHIBIT B
Fixed Facility Note
EXHIBIT C
Variable Facility Note
EXHIBIT D
Certificate of Borrower
EXHIBIT E
Guaranty
EXHIBIT F
Compliance Certificate
EXHIBIT G-1
Organizational Certificate (Sun Secured Financing LLC, Sun Communities, LLC,
Sun Holly Forest LLC, and Sun Saddle Oak LLC)
EXHIBIT G-2
Organizational Certificate (Aspen-Ft. Collins Limited Partnership)
EXHIBIT G-3
Organizational Certificate (Sun Secured Financing Houston Limited Partnership)
EXHIBIT G-4
Organizational Certificate (Guarantor-Sun)
EXHIBIT H
Conversion Request
EXHIBIT I
Master Credit Facility Agreement Conversion Amendment
EXHIBIT J
Rate Form
EXHIBIT K
[INTENTIONALLY DELETED]
EXHIBIT L
Advance Request
EXHIBIT M
Request
EXHIBIT N
Confirmation of Obligations
EXHIBIT O
Expansion Request
EXHIBIT P
Facility Termination Request
EXHIBIT Q
Amendment to Master Credit Facility Agreement
EXHIBIT R
Credit Facility Termination Request
EXHIBIT S
Interest Rate Cap Security, Pledge and Assignment Agreement
APPENDIX I
Definitions
v
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
THIS SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT is made
as of July 27, 2011, and shall be effective as of the Effective Date (except for
Section 1.12, Section 6.01 (as applicable), Section 6.02 and Section 10.04,
which shall be effective as of July 27, 2011) by and among (a) (i) SUN SECURED
FINANCING LLC, a Michigan limited liability company ("SSF"), (ii) ASPEN-FT.
COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership ("Aspen"), (iii) SUN
SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership
("Houston"; individually and collectively, SSF, Aspen and Houston, the "Original
Borrower"), (iv) SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability
company ("SCF"), (v) SUN HOLLY FOREST LLC, a Michigan limited liability company
("Forest"), and (iv) SUN SADDLE OAK LLC, a Michigan limited liability company
("Saddle Oak") (individually and collectively, Original Borrower, SCF, Forest
and Saddle Oak, "Borrower"); (b) PNC BANK, NATIONAL ASSOCIATION, a national
banking association ("Lender"); and (c) FANNIE MAE, the corporation duly
organized under the Federal National Mortgage Association Charter Act, as
amended, 12 U.S.C. §1716 et seq. ("Fannie Mae").
RECITALS
A. Original Borrower and ARCS COMMERCIAL MORTGAGE CO., L.P., a California
limited partnership ("Original Lender") entered into that certain Master Credit
Facility Agreement dated as of May 29, 2002 (as amended, modified, restated or
supplemented from time to time, the "Original Agreement") pursuant to which
Original Lender agreed to make credit available to Original Borrower under the
terms and conditions set forth in the Original Agreement.
B. The Original Agreement was amended