FULL AMOUNT OF WHICH ADVANCES ARE USED BY SUCH ENTITY FOR THE ACQUISITION OF ONE
OR MORE ELIGIBLE ASSET POOLS, (C) TO MAKE AN ADVANCE TO FC COMMERCIAL, THE FULL
AMOUNT OF WHICH ADVANCE IS USED BY FC COMMERCIAL TO MAKE THE FC COMMERCIAL REAL
PROPERTY FINANCING LOAN, (D) TO MAKE ADVANCES TO FC COMMERCIAL TO ENABLE FC
COMMERCIAL TO MAKE LOANS TO FIRSTCITY DENVER INVESTMENT CORP. TO BE LOANED TO
CRESTONE PORTFOLIO ENTITIES UNDER THE CRESTONE FACILITY, (E) TO MAKE INVESTMENTS
IN NEW VENTURES, (F) IF REQUESTED BY BORROWER IN THE NOTICE OF BORROWING FOR
SUCH LOANS, TO PAY ANY FEE (INCLUDING THE UTILIZATION FEE) IN RESPECT OF SUCH
LOANS (SUCH LOANS, "ACQUISITION LOANS"); OR (II) FOR WORKING CAPITAL AND OTHER
GENERAL CORPORATE PURPOSES (SUCH LOANS, "WORKING CAPITAL LOANS").
(C)
LOANS MADE PURSUANT TO SECTION 2.1 SHALL BE
MADE FROM EACH LENDER PRO RATA, BASED UPON THE PERCENTAGE THAT EACH LENDER'S
LOAN COMMITMENT REPRESENTS OF THE TOTAL LOAN COMMITMENT.
(D)
AMOUNTS LOANED HEREUNDER AND REPAID FROM
TIME TO TIME, WHETHER AT MATURITY, BY PREPAYMENT OR OTHERWISE, SHALL NOT BE
AVAILABLE FOR REBORROWINGS THEREAFTER AND THE TOTAL LOAN COMMITMENT SHALL BE
REDUCED BY THE AMOUNT OF ANY SUCH REPAYMENT.
2.2
NOTICE OF BORROWING.
(A)
WHENEVER BORROWER DESIRES TO UTILIZE THE
LOAN COMMITMENTS FOR AN ACQUISITION LOAN, IT SHALL DELIVER TO AGENT A BORROWING
BASE CERTIFICATE AND A NOTICE OF BORROWING NOT LATER THAN 11:00 A.M., CLOSING
OFFICE TIME, THREE BUSINESS DAYS PRIOR TO THE DATE OF THE PROPOSED BORROWING,
WHICH NOTICE OF BORROWING SHALL, AMONG OTHER ITEMS, (A) SPECIFY (I) THE ELIGIBLE
PORTFOLIO ENTITY TO WHOSE CAPITAL BORROWER OR A PRIMARY OBLIGOR WILL, DIRECTLY
OR INDIRECTLY, CONTRIBUTE OR LOAN THE PROCEEDS OF THE LOANS; (II) THE ASSET POOL
OR ASSET POOLS TO BE ACQUIRED BY SUCH PORTFOLIO ENTITY; (III) THE DATE OF THE
PROPOSED BORROWING (WHICH SHALL BE A BUSINESS DAY (EACH, A "BORROWING DATE"));
(IV) IF SUCH BORROWING DATE IS A PAYMENT DATE, WHETHER SUCH LOANS SHALL
CONSTITUTE BASE RATE LOANS, LIBOR LOANS OR, IF THE AGENT IN ITS SOLE DISCRETION
CONSENTS THERETO, FIXED RATE LOANS (IF NOT SPECIFIED OR IF SUCH DATE IS NOT A
PAYMENT DATE, BASE RATE LOANS SHALL BE DEEMED TO HAVE BEEN REQUESTED); (V) THE
TOTAL AMOUNT OF SUCH BORROWING (WHICH SHALL BE IN A MINIMUM AMOUNT OF $100,000
AND INTEGRAL MULTIPLES OF $100,000); AND (VI) THE AMOUNT, IF ANY, OF FEES
REQUESTED TO BE BORROWED; AND (B) CERTIFY THAT (X) BORROWER DELIVERED THE FINAL
ASSET POOL ACQUISITION CERTIFICATE IN RESPECT OF SUCH ASSET POOL OR ASSET POOLS
NOT LATER THAN FIVE BUSINESS DAYS BEFORE THE BORROWING DATE SPECIFIED IN SUCH
NOTICE AND THAT ALL INFORMATION SET FORTH IN SUCH ASSET POOL ACQUISITION
CERTIFICATE (AS REVISED THROUGH THE FINAL ASSET POOL ACQUISITION CERTIFICATE AND
AS FURTHER REVISED TO THE EXTENT PERMITTED BY SECTION 6B.4)
2
REMAINS TRUE AND CORRECT AND (Y) ON OR PRIOR TO THE DATE OF SUCH NOTICE OF
BORROWING, BORROWER HAS DELIVERED TO AGENT A FINAL NPV POOL CERTIFICATE IN