AND AFTER
THE DATE HEREOF IN ACCORDANCE WITH THE DEFINITION OF SUCH TERM, (C) ANY FUNDS
THAT WOULD HAVE OTHERWISE BEEN RELEASED FROM THE BOND STABILIZATION ESCROW
ACCOUNT THAT ARE REQUIRED TO BE USED TO FUND THE UNFUNDED ESCROW IN ACCORDANCE
WITH THE TERMS OF THE STABILIZATION ESCROW AGREEMENT, (D) FUNDS MADE AVAILABLE
DUE TO CHC'S ISSUANCE OF CONVERTIBLE PREFERRED CAPITAL STOCK AFTER THE DATE
HEREOF, AND (E) INTEREST ACCRUED AND PAYABLE FROM TIME TO TIME ON THE THEN
OUTSTANDING PRINCIPAL BALANCE IN THE BOND STABILIZATION ESCROW ACCOUNT.
9.24
REVOLVING LOAN/TERM LOAN TRUE UP.
AT SUCH TIME AS THE UNFUNDED ESCROW
IS REDUCED TO ZERO DOLLARS AND THE DEFERRED FEES HAVE BEEN FULLY PAID, THE
BORROWERS SHALL PAY DOWN THE THEN OUTSTANDING PRINCIPAL BALANCE OF THE TERM LOAN
IN AN AMOUNT EQUAL TO X MINUS Y (BUT NOT LESS THAN ZERO).
FOR PURPOSES OF THIS
SECTION, X SHALL EQUAL THE AMOUNT USED TO FUND THE UNFUNDED ESCROW PURSUANT TO
CLAUSES (C) AND (E) OF SECTION 9.23.
FOR PURPOSES OF THIS SECTION, Y SHALL
EQUAL $300,000,000 MINUS THE THEN APPLICABLE REVOLVING CREDIT LIMIT.
10.
NEGATIVE COVENANTS; FINANCIAL COVENANTS
For so long as this Credit Agreement is in effect, and until such time as all of
the Obligations have been indefeasibly fully paid and performed, unless the
Creditor Parties shall otherwise consent to the extent and in the manner set
forth in Section 23, the Borrowers and the Guarantors shall comply, jointly and
severally, with the following covenants:
10.1
LIENS.
THE BORROWERS AND GUARANTORS SHALL NOT CREATE, INCUR OR
ASSUME, AND THEY SHALL NOT PERMIT OR SUFFER ANY PLEDGED ENTITY CREATING,
INCURRING OR ASSUMING, ANY LIEN UPON OR WITH RESPECT TO ANY OF SUCH PERSON'S
ASSETS, INCLUDING, WITHOUT LIMITATION, ANY CAPITAL STOCK, EXCEPT (COLLECTIVELY,
"PERMITTED LIENS"):
10.1.1
AFFORDABLE HOUSING SYNDICATIONS.
LIENS ON CAPITAL STOCK IN
AFFILIATES THAT OWN MULTI-FAMILY AFFORDABLE HOUSING PROJECTS GRANTED BY SUCH
PERSONS TO SECURE CAPITAL CONTRIBUTION OBLIGATIONS, OR LIENS GRANTED BY SUCH
AFFILIATES, IN THE ORDINARY COURSE OF CHC'S SUBSIDIARIES' MULTI-FAMILY
AFFORDABLE HOUSING BUSINESS;
10.1.2
GOVERNMENTAL CHARGES.
LIENS OR CHARGES FOR CURRENT TAXES WHICH ARE
NOT DELINQUENT OR WHICH REMAIN PAYABLE WITHOUT PENALTY, OR THE VALIDITY OF WHICH
IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS UPON STAY OF
EXECUTION OF THE ENFORCEMENT THEREOF; PROVIDED THE OBLIGOR WITH
69
RESPECT THERETO SHALL HAVE SET ASIDE ON ITS BOOKS AND SHALL MAINTAIN ADEQUATE
RESERVES FOR THEIR PAYMENT IN CONFORMITY WITH GAAP;
10.1.3
LIENS CONTEMPLATED HEREBY.
LIENS IN FAVOR OF THE ADMINISTRATIVE
AGENT, ON BEHALF OF THE LENDERS, PURSUANT TO AND AS CONTEMPLATED BY THE TERMS
HEREOF AND BY THE TERMS OF THE OTHER LOAN DOCUMENTS;
10.1.4
WAREHOUSE LINES.
LIENS PURSUANT TO ANY MORTGAGE WAREHOUSE LINE OF
CREDIT (PROVIDED THAT (I) NO LIEN IN CONNECTION WITH ANY MORTGAGE WAREHOUSE LINE
OF CREDIT GIVES RISE TO ANY INTEREST IN ANY OF THE COLLATERAL, AND
(II) UNDERLYING MORTGAGE LOANS MADE UNDER SUCH WAREHOUSE LINES SHALL BE ENTERED
INTO PURSUANT TO UNCONDITIONAL PURCHASE COMMITMENTS (SUBJECT TO PROGRAM
DELIVERABLE AND OTHER REQUIREMENTS