OFFICER OF EACH BORROWER AND BY THE LENDER;
AND
(B)
OTHER DOCUMENTS. SUCH OTHER DOCUMENTS AS THE
LENDER OR COUNSEL TO THE LENDER MAY REASONABLY REQUEST.
2.2
NO MATERIAL ADVERSE CHANGE. THERE SHALL HAVE
BEEN NO MATERIAL ADVERSE CHANGE IN THE FINANCIAL CONDITION OF HOUSING LLC OR
HOUSINGTX LP PRIOR TO THE AMENDMENT EFFECTIVE DATE.
2.4
EXPENSES. THE BORROWERS SHALL PAY TO LENDER
ON THE AMENDMENT EFFECTIVE DATE THE FEES AND EXPENSES OF COUNSEL AND OTHER
PROFESSIONAL ADVISORS TO THE LENDER.
2.5
NO DEFAULT. ON THE AMENDMENT EFFECTIVE DATE,
(I) THE BORROWERS SHALL BE IN COMPLIANCE WITH ALL THE TERMS AND PROVISIONS SET
FORTH IN THE EXISTING CREDIT AGREEMENT ON ITS PART TO BE OBSERVED OR PERFORMED
AND (II) BOTH BEFORE AND AFTER GIVING EFFECT TO THE AMENDMENT, NO DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING ON SUCH DATE.
2.6
REPRESENTATIONS AND WARRANTIES. ON THE
AMENDMENT EFFECTIVE DATE, THE REPRESENTATIONS AND WARRANTIES IN THE LOAN
DOCUMENTS SHALL BE TRUE AND CORRECT AS OF SUCH DATE, UNLESS SUCH REPRESENTATIONS
AND WARRANTIES RELATE TO AN EARLIER DATE, BOTH BEFORE AND AFTER GIVING EFFECT TO
THE AMENDMENT.
SECTION 3.
LIMITED EFFECT. EXCEPT AS EXPRESSLY AMENDED AND MODIFIED BY THIS
SECOND AMENDMENT, THE EXISTING CREDIT AGREEMENT SHALL CONTINUE TO BE, AND SHALL
REMAIN, IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS; PROVIDED,
HOWEVER, THAT REFERENCE THEREIN AND HEREIN TO THE "LOAN DOCUMENTS" SHALL BE
DEEMED TO INCLUDE, IN ANY EVENT, THIS SECOND AMENDMENT. EACH REFERENCE TO THE
EXISTING CREDIT AGREEMENT IN ANY OF THE LOAN DOCUMENTS SHALL BE DEEMED TO BE A
REFERENCE TO THE EXISTING CREDIT AGREEMENT AS AMENDED HEREBY. THE EXECUTION OF
THIS SECOND AMENDMENT BY THE LENDER OR CUSTODIAN SHALL NOT OPERATE AS A WAIVER
OF ANY OF THEIR RIGHTS, POWERS OR PRIVILEGES UNDER THE EXISTING CREDIT AGREEMENT
OR UNDER ANY OF THE OTHER LOAN DOCUMENTS EXCEPT AS EXPRESSLY SET FORTH HEREIN.
SECTION 4.
COUNTERPARTS. THIS AMENDMENT MAY BE EXECUTED BY EACH OF THE PARTIES
HERETO ON ANY NUMBER OF SEPARATE COUNTERPARTS, EACH OF WHICH SHALL BE AN
ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT. DELIVERY OF AN EXECUTED SIGNATURE PAGE OF THIS SECOND AMENDMENT IN
PORTABLE DOCUMENT FORMAT (PDF) OR BY FACSIMILE TRANSMISSION SHALL BE EFFECTIVE
AS DELIVERY OF AN EXECUTED ORIGINAL COUNTERPART OF THIS SECOND AMENDMENT.
SECTION 5.
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THIS
AMENDMENT INCORPORATES BY REFERENCE, AND THE BORROWERS AND LENDER HEREBY AGREE
TO BE SUBJECT TO, THE PROVISIONS SET FORTH IN SECTION 11.11 OF THE EXISTING
CREDIT AGREEMENT.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
duly executed and delivered as of the day and year first above written.
BORROWERS
ARC HOUSING LLC
By
/S/ Karen Kinslinger
Name: Karen Kinslinger
Title:
Vice President & Treasurer
ARC HOUSINGTX LP
By
/S/Karen Kinslinger
Name: Karen Kinslinger
Title:
Vice President & Treasurer