IF, AS A RESULT THEREOF, (I) THE AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF ALL
LOANS AND SWING LINE LOANS WOULD EXCEED THE THEN-CURRENT BORROWING BASE
AVAILABILITY OR (II) THE SUM OF (X) AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF
ALL LOANS AND SWING LINE LOANS PLUS (Y) THE AGGREGATE MAXIMUM LIABILITY OF
LENDERS PURSUANT TO THEN-OUTSTANDING LETTERS OF CREDIT AND TRI-PARTY AGREEMENTS
WOULD EXCEED THE FACILITY AMOUNT.
BORROWERS MAY REQUEST LOANS FOR THE
20
PURPOSE OF FINANCING THE ACQUISITION, DEVELOPMENT AND IMPROVEMENT OF REAL ESTATE
AND THE CONSTRUCTION THEREON OF UNITS AND IMPROVEMENTS, FOR GENERAL WORKING
CAPITAL AND CORPORATE PURPOSES, AND FOR SUCH OTHER APPROPRIATE PURPOSES TO WHICH
THE REQUISITE LENDERS CONSENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD
OR DELAYED).
BORROWERS MAY BORROW, REPAY AND RE-BORROW LOANS AT ANY TIME AND
FROM TIME TO TIME PRIOR TO THE MATURITY DATE.
[INTENTIONALLY OMITTED].
UPON (I) THE EXECUTION BY MASTER BORROWER AND BY AN ELIGIBLE
AFFILIATE THAT IS NOT THEN A BORROWER OF A JOINDER FOR EACH LENDER,
(II) DELIVERY TO AGENT OF SUCH JOINDERS AND OF EACH OF THE ITEMS REFERRED TO IN
SECTIONS 4.1.3, 4.1.5, 4.1.6, 4.1.7 AND 4.1.8 THAT PERTAINS TO SUCH ELIGIBLE
AFFILIATE, (III) EXECUTION OF EACH SUCH JOINDER BY AGENT AND THE APPROPRIATE
LENDER AND (IV) DELIVERY TO SUCH ELIGIBLE AFFILIATE OF A FULLY EXECUTED JOINDER
BY AGENT AND BY EACH LENDER, SUCH ELIGIBLE AFFILIATE SHALL BECOME, AND
THEREAFTER BE FOR PURPOSES OF THIS AGREEMENT, A BORROWER.
MASTER BORROWER SHALL HAVE THE RIGHT, AT ANY TIME AFTER THE CLOSING
DATE, TO TERMINATE, UPON NOT LESS THAN THIRTY (30) DAYS' PRIOR WRITTEN NOTICE TO
AGENT, OR TO REDUCE, UPON NOT LESS THAN THREE (3) BUSINESS DAYS' PRIOR WRITTEN
NOTICE TO AGENT, THE COMMITMENTS OF LENDERS REGARDING THE FACILITY, PROVIDED
THAT THE FACILITY AMOUNT MAY NOT BE SO REDUCED BY MASTER BORROWER TO AN AMOUNT
THAT IS LESS THAN THE SUM OF THE AGGREGATE PRINCIPAL BALANCE OF ALL LOANS AND
SWING LINE LOANS THEN OUTSTANDING PLUS THE AGGREGATE AMOUNT OF LIABILITIES UNDER
ALL OUTSTANDING LETTERS OF CREDIT AND TRI-PARTY AGREEMENTS.
ANY VOLUNTARY
TERMINATION OR REDUCTION IN THE FACILITY AMOUNT SHALL PERMANENTLY REDUCE THE
FACILITY AMOUNT WITH CORRESPONDING REDUCTIONS IN THE COMMITMENTS.
IF BORROWERS
DESIRE TO REDUCE THE FACILITY AMOUNT AS AFORESAID, BORROWERS SHALL EXECUTE AND
DELIVER TO AGENT SUCH DOCUMENTS AND INSTRUMENTS AS AGENT SHALL REASONABLY
REQUIRE.
EACH SUCH REDUCTION OF THE FACILITY AMOUNT SHALL RESULT IN A REDUCTION
OF THE REVOLVING SUBLIMIT IN THE SAME AMOUNT BUT NOT A REDUCTION OF THE LETTER
OF CREDIT SUBLIMIT.
2.1.2
AMOUNT AND AVAILABILITY OF SWING LINE LOANS.
PROVIDED THAT NO
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, AND SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, COMMENCING ON THE CLOSING DATE AND EXPIRING ON THE
BUSINESS DAY IMMEDIATELY PRECEDING THE MATURITY DATE, SWING LINE LENDER SHALL
EXTEND TO BORROWERS SWING LINE LOANS UP TO, IN THE AGGREGATE AT ANY TIME, THE
SWING LINE LIMIT; PROVIDED THAT AT NO TIME SHALL SWING LINE LENDER BE OBLIGATED
TO MAKE