Common use of Termination, Reduction and Increase of Commitments Clause in Contracts

Termination, Reduction and Increase of Commitments. (a) Unless previously terminated by the Agent or Borrower in accordance with this Agreement, the Tranche A Commitments shall terminate on the Tranche A Maturity Date, and the Tranche B Commitments shall terminate on the Tranche B Maturity Date. On the Tranche B Maturity Date: (i) the Tranche B Guarantors shall automatically be released from the Guaranty and shall no longer be deemed a “Guarantor” under the Loan Documents (except to the extent the obligations of the Tranche B Guarantors explicitly survive the repayment of the Loans and termination of the Commitments); (ii) so long as no Event of Default has occurred and is continuing, the Liens and security interests of the Agent and Lenders in the Tranche B Collateral shall automatically terminate; and (iii) except as set forth in clause (i) above, the representations, warranties, covenants and negative covenants set forth in the Loan Documents with respect to the Tranche B Guarantors, the Approved Properties which do not also constitute Mortgaged Properties, the Funded Approved Properties and so long as no Event of Default has occurred and is continuing, the Tranche B Collateral shall no longer be deemed to be made, shall be of no further force and effect and shall not be deemed to be remade with respect to any Borrowings made after the Tranche B Maturity Date. If an Event of Default exists as of the Tranche B Maturity Date, the Liens and security interests of the Agent and Lenders in the Tranche B Collateral shall automatically terminate at such time as no Events of Default exist and at such time the representations, warranties, covenants and negative covenants set forth in the Loan Documents with respect to the Tranche B Collateral shall no longer be deemed to be made and shall be of no further force and effect. Agent and Lenders agree to execute, file and record any and all documents reasonably requested by Borrower or any Tranche B Guarantor to evidence such release or termination, at Borrower’s sole cost and expense. (b) The Borrower may only reduce the Commitments without the prior written consent of the Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reduce the Commitments, provided that each reduction in the Commitments shall be in an amount that is at least $5,000,000 and integrals thereof, and the total Commitments may not be reduced to less than $20,000,000 unless the Commitments are reduced to zero and terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the aggregate Revolving Credit Exposure of all Lenders would exceed the Maximum Loan Available Amount as so reduced or, as applicable, the Tranche A Available Amount and/or the Tranche B Available Amount. Any reduction of the Commitments pursuant to this Section 2.06 shall be applied pro rata between the Tranche A Commitment and the Tranche B Commitment. After any reduction in the Commitments, the Borrower’s option to increase the Commitments provided in Section 2.06(d) shall terminate. (c) The Lead Borrower shall notify the Agent of any election to reduce the Commitments under Section 2.06(b) at least three (3) Business Days prior to the effective date of such reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.06(c) shall be irrevocable. Any reduction of the Commitments shall be permanent. Each reduction in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (d) So long as the Borrower is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.06(b), the Borrower may, at any time after the Tranche B Maturity Date but prior to the Commitment Increase Termination Date, request that the Commitments be increased, so long as (a) each increase is in a minimum amount of $5,000,000 and an integral multiple of $5,000,000 (or such smaller amounts as the Agent may approve), (b) the aggregate Commitments do not exceed $150,000,000 (the “Maximum Commitment”), and (c) the aggregate amount of all such increases do not exceed $115,000,000. If the Borrower requests that the total Commitments be increased pursuant to this Section 2.06(d), the Agent shall use its best efforts to obtain increased or additional commitments up to the Maximum Commitment, and to do so the Agent may obtain additional lenders of its choice (and approved by Borrower, such approval not to be unreasonably withheld or delayed, provided that Borrower shall have the right, in its sole discretion, to reject any proposed lenders that are Competitors or tenants of any Real Property), and without the necessity of approval from any of the Lenders. The Borrower and each other Credit Party shall execute an amendment to this Agreement, additional Notes and other documents as the Agent may reasonably require to evidence the increase of the Commitments, the addition of new projects as Mortgaged Properties, if applicable, and the admission of additional Persons as Lenders, if necessary.