OR MORE
OCCASIONS, BUT IF THEY DO SO, NEITHER THE AGENT NOR THE REVOLVING CREDIT LENDERS
SHALL BE DEEMED THEREBY TO HAVE CHANGED THE LIMITS OF THE BORROWING BASE OF FMC
OR FRC, OR THE AGGREGATE BORROWING BASES OR THE MANUFACTURED HOUSING INVENTORY
LIMIT OR TO BE OBLIGATED TO EXCEED SUCH LIMITS ON ANY OTHER OCCASION.
(II)
AT THE REQUEST OF ANY REVOLVING CREDIT LENDER, EACH OF THE FMC
BORROWERS AND EACH OF THE FRC BORROWERS SHALL EXECUTE AND DELIVER TO SUCH LENDER
A SINGLE NOTE TO EVIDENCE THE REVOLVING LOANS OF THAT LENDER.
EACH NOTE SHALL
BE IN THE PRINCIPAL AMOUNT OF THE REVOLVING CREDIT LENDER'S PRO RATA SHARE OF
THE REVOLVING CREDIT COMMITMENTS, DATED THE DATE HEREOF AND SUBSTANTIALLY IN THE
FORM OF EXHIBIT A-1 (EACH SUCH NOTE, TOGETHER WITH ANY NEW NOTE ISSUED PURSUANT
TO SECTION 11.2 UPON THE ASSIGNMENT OF ANY PORTION OF ANY REVOLVING CREDIT
LENDER'S REVOLVING LOANS AND REVOLVING CREDIT COMMITMENT A "REVOLVING LOAN NOTE"
AND, COLLECTIVELY, THE "REVOLVING LOAN NOTES").
EACH REVOLVING LOAN NOTE SHALL
REPRESENT THE OBLIGATION OF EACH OF FMC AND FRC TO PAY THE AMOUNT OF SUCH
REVOLVING CREDIT LENDER'S PRO RATA SHARE OF THE REVOLVING CREDIT COMMITMENTS,
OR, IF LESS, SUCH REVOLVING CREDIT LENDER'S PRO RATA SHARE OF THE AGGREGATE
UNPAID PRINCIPAL AMOUNT OF ALL REVOLVING LOANS TO FMC OR FRC, AS APPLICABLE,
TOGETHER WITH INTEREST THEREON AS PRESCRIBED IN SECTION 1.2.
THE ENTIRE UNPAID
BALANCE OF THE REVOLVING LOANS AND ALL OTHER NON-CONTINGENT OBLIGATIONS SHALL BE
IMMEDIATELY DUE AND PAYABLE IN FULL IN IMMEDIATELY AVAILABLE FUNDS ON THE
TERMINATION DATE.
(B)
PROCEDURE FOR BORROWING.
(I)
EACH BORROWING SHALL BE MADE UPON A BORROWER'S IRREVOCABLE
WRITTEN NOTICE DELIVERED TO THE AGENT IN THE FORM OF A NOTICE OF BORROWING
("NOTICE OF BORROWING"), WHICH MUST BE RECEIVED BY THE AGENT PRIOR TO (I) 10:00
A.M. (LOS ANGELES TIME) THREE BUSINESS DAYS PRIOR TO THE REQUESTED
3
FUNDING DATE, IN THE CASE OF LIBOR RATE LOANS AND (II) 10:00 A.M. (LOS ANGELES
TIME) ON THE REQUESTED FUNDING DATE, IN THE CASE OF BASE RATE LOANS, SPECIFYING:
(1)
THE AMOUNT OF THE BORROWING, WHICH IN THE CASE OF A LIBOR RATE
LOAN MUST EQUAL OR EXCEED $1,000,000 (AND INCREMENTS OF $500,000 IN EXCESS OF
SUCH AMOUNT);
(2)
THE REQUESTED FUNDING DATE, WHICH MUST BE A BUSINESS DAY;
(3)
WHETHER THE REVOLVING LOANS REQUESTED ARE TO BE BASE RATE
REVOLVING LOANS OR LIBOR RATE LOANS (AND IF NOT SPECIFIED, IT SHALL BE DEEMED A
REQUEST FOR A BASE RATE REVOLVING LOAN); AND
(4)
THE DURATION OF THE INTEREST PERIOD FOR LIBOR RATE LOANS (AND IF
NOT SPECIFIED, IT SHALL BE DEEMED A REQUEST FOR AN INTEREST PERIOD OF ONE
MONTH);
provided, however, that with respect to the Borrowings to be made on the Initial
Funding Date, such Borrowings will consist of Base Rate Revolving Loans only.
(II)
IN LIEU OF DELIVERING A NOTICE OF BORROWING, A BORROWER MAY GIVE
THE AGENT TELEPHONIC NOTICE OF SUCH REQUEST FOR ADVANCES TO ITS DESIGNATED
ACCOUNT