AND
TRI-PARTY AGREEMENTS EXCEEDS THE FACILITY AMOUNT.
ON THE DATE OF RECEIPT OF ANY NET SECURITIES PROCEEDS AFTER THE
CLOSING DATE, (A) COMPANY SHALL PREPAY THE LOANS IN AN AGGREGATE AMOUNT EQUAL TO
50% OF SUCH NET SECURITIES PROCEEDS AND (B) THE FACILITY AMOUNT SHALL BE
PERMANENTLY REDUCED IN AN AGGREGATE AMOUNT EQUAL TO 50% OF SUCH NET SECURITIES
PROCEEDS (ROUNDED TO THE NEAREST $100,000) WITH CORRESPONDING REDUCTIONS IN THE
COMMITMENTS.
TO THE EXTENT ANY BORROWER OR GUARANTOR RECEIVES ANY NET ASSET SALE
PROCEEDS, NO LATER THAN TWO (2) BUSINESS DAYS AFTER RECEIPT BY ANY BORROWER OR
GUARANTOR OF ANY NET ASSET SALE PROCEEDS BORROWERS SHALL PREPAY THE LOANS IN AN
AGGREGATE AMOUNT EQUAL TO SUCH NET ASSET SALE PROCEEDS.
THE GRACE PERIOD
PROVIDED IN THIS SECTION IS IN LIEU OF ANY OTHER NOTICE AND GRACE
PERIODS CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
ANY AMOUNT REQUIRED TO BE APPLIED AS A MANDATORY PREPAYMENT OF THE
LOANS AND/OR A REDUCTION OF THE REVOLVING LOAN COMMITMENT AMOUNT PURSUANT TO
SECTION 2.3, OR IN CONNECTION WITH A SALE OF REAL ESTATE, LOTS OR UNITS PURSUANT
TO SECTION 2.11.2, SHALL BE APPLIED FIRST TO PREPAY THE SWING LINE LOANS TO THE
FULL EXTENT THEREOF AND SECOND, TO THE EXTENT OF ANY REMAINING PORTION OF SUCH
AMOUNT, TO PREPAY THE ADVANCES TO THE FULL EXTENT THEREOF.
2.3.2
LETTER OF CREDIT ADVANCES.
EACH LETTER OF CREDIT ADVANCE MUST BE REPAID ON THE FIRST TO OCCUR
OF (I) 90 DAYS AFTER THE LETTER OF CREDIT ADVANCE WAS MADE, (II) THE MATURITY
DATE OR (III) THE DATE WHEN THE BORROWING BASE AVAILABILITY NEXT EXCEEDS THE
AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF ALL LOANS (WHETHER AS A RESULT OF AN
INCREASE IN BORROWING BASE AVAILABILITY OR REPAYMENT OF A PRIOR LOAN), IN WHICH
EVENT THE OUTSTANDING LETTER OF CREDIT ADVANCES SHALL BE REPAID WITH THE
PROCEEDS OF A LOAN TO THE EXTENT THEN AVAILABLE UNDER THE LINE OF CREDIT, SUCH
LOAN TO BE APPLIED TO OUTSTANDING LETTER OF CREDIT ADVANCES IN THE ORDER IN
WHICH THEY WERE MADE.
EACH SUCH LOAN, TO THE EXTENT A NEW LOAN MAY THEN BE
BORROWED PURSUANT TO SECTION 2.1.1, SHALL BE MADE AUTOMATICALLY BY THE LENDERS,
WITHOUT RECEIPT OF A NOTICE OF BORROWING FROM BORROWERS, AND
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EXCEPT AS AFORESAID NO LOAN SHALL BE MADE AT A TIME WHEN ANY LETTER OF CREDIT
ADVANCE IS OUTSTANDING.
LETTER OF CREDIT ADVANCES SHALL BEAR INTEREST AT THE APPLICABLE
INTEREST RATE AND BORROWERS SHALL PAY TO LENDERS, ON THE 15TH DAY OF EACH
CALENDAR MONTH, ACCRUED INTEREST ON ALL OUTSTANDING LETTER OF CREDIT ADVANCES.
2.3.3
SWING LINE LOANS.
THE ENTIRE OUTSTANDING PRINCIPAL BALANCE OF EACH SWING LINE LOAN,
TOGETHER WITH ALL ACCRUED INTEREST THEREON, SHALL BE DUE AND PAYABLE WITHOUT
NOTICE OR DEMAND ON THE THIRD (3RD) BUSINESS DAY AFTER THE BUSINESS DAY ON WHICH
SUCH SWING LINE LOAN WAS ADVANCED.
IF A SWING LINE LOAN IS NOT PAID IN FULL
WHEN DUE, LENDERS SHALL MAKE