Common use of Accordion Feature Clause in Contracts

Accordion Feature. Provided no Default or Event of Default has occurred and is then continuing, upon the request of Borrower, Agent shall use commercially reasonable efforts to arrange for additional commitments from the Lenders (and, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent).

Accordion Feature. Provided no Default Notwithstanding anything to the contrary, from time to time, the Company may agree, with the prior written consent of Agent (which consent shall not be unreasonably withheld), to (i) permit a Lender to increase its Commitment Amount, or Event (ii) add a bank chartered under the laws of Default has occurred the United States (a “New Lender”) as a “Lender” under this Agreement with a Commitment, for the purpose of increasing the Aggregate Commitment Amounts; provided that upon giving effect to any such new Commitment, the Commitment Amount of the New Lender shall not be less than $15,000,000; and is then continuingprovided, further, that the Aggregate Commitment Amounts, after giving effect to any such increase, shall not exceed $400,000,000. The Company and each Lender increasing its Commitment Amount or New Lender shall agree on the date as of which the increased Commitment Amount or New Lender’s Commitment Amount shall become effective, and each New Lender shall execute and deliver an instrument in the form prescribed by Agent (which instrument need not be executed by any other Lender in order to be effective) to evidence its agreement to be bound by this Agreement and the other Loan Documents. Upon the effective date (the “Increase Date”) of an increase in any Lender’s Commitment Amount or inclusion of a New Lender as a Lender under this Agreement (the “Subject Lender”), Agent shall deliver to the Company and each Lender a revised Schedule 1.1(a) reflecting the revised Aggregate Commitment Amounts. Further, upon the request Increase Date, the Subject Lender shall make Committed Loans as calculated by the Agent so that its outstanding Committed Loans are equal to its respective Pro Rata Share of Borrower, all Committed Loans outstanding on such date and the Agent shall use commercially reasonable efforts to arrange for additional commitments from distribute the Lenders (and, if necessary, lenders who are not a party hereto, provided that any proceeds of such new lender is approved by Borrower in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject Committed Loans to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with their Pro Rata Share of all Committed Loans outstanding on the provisions of Increase Date, in each case after giving effect to the increase to the Aggregate Commitment Amounts upon the Increase Date, but prior to any additional Loans requested by the Company to be made on the Increase Date. Notwithstanding anything to the contrary, no Lender shall be obligated to increase its Commitment Amount pursuant to this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)2.32.

Accordion Feature. Provided no Default or Event of Default has occurred and is then continuing, upon the request of (a) Master Borrower, from time to time, by notice to the Administrative Agent (an “Accordion Notice”), may request that: (i) the Commitment of any one or more of the Committed Facilities be increased by an aggregate amount of up to $200,000,000 (in the aggregate for all Accordion Notices and all Committed Facilities) and that each Lender participate in such increase in accordance with their respective Applicable Percentage in respect of which the Accordion Notice has been received, and the Administrative Agent shall use commercially reasonable efforts promptly provide such Accordion Notice to arrange for additional commitments from all Lenders in accordance with Section 2.6; and (ii) the Commitment of the Wholesale Flooring Facility be increased, provided that, the aggregate amount of all such increases does not exceed $200,000,000 and that each Lender participate in such increase in accordance with their respective Applicable Percentage in respect of which the Accordion Notice has been received, and the Administrative Agent shall promptly provide such Accordion Notice to all Lenders in accordance with Section 2.6, provided that, any accordion increases requested will be granted at the sole discretion of each of the Lenders (andincluding, if necessarywithout limitation, lenders who are not subject to a party heretoLender obtaining the necessary internal credit approval). (b) Each existing Lender shall, provided that any within fifteen (15) Business Days of receipt of such new lender is approved Accordion Notice by Borrower the Administrative Agent, notify the Administrative Agent in its reasonable discretion) in writing whether it agrees to increase the applicable Credit Facility Limit by an aggregate amount equal to $200,000,000.00 its Applicable Percentage of the requested increase (the “Accordion”but in no way shall any existing Lender be obliged to do so). Notwithstanding If such notification is not received from a Lender within such fifteen (15) Business Day period, then such Lender will be deemed not to have agreed to participate in the foregoing, increase. Each consenting Lender’s portion of the decision of any Lender to provide such additional commitment applicable Credit Facility Limit shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, so increased in accordance with the provisions of this Section 2.7, during the entire term 2.6 as of the Loan including sixteenth (16th) Business Day after the extension periods. Notwithstanding receipt by the foregoing, to the extent that Borrower has repaid any portion Administrative Agent of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent).the

Accordion Feature. Provided no Default or Event of Default has occurred and is then continuing, upon the request of Borrower, Agent, Managing Agent shall use commercially reasonable efforts and Committed Lenders will be permitted upon Borrower’s request, at any time prior to arrange for additional commitments from the Lenders (andexpiration of the Revolving Period, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower in its reasonable discretion) in to increase the then applicable Revolving Loan Availability to an aggregate amount equal to $200,000,000.00 200,000,000 (or (i) such higher amount as Agent and Committed Lenders agree to in each such Parties’ sole discretion or (ii) such lower amount in accordance with Section 2.1(e)) with additional Revolving Loan Availabilities from Committed Lenders or new Revolving Loan Availabilities from financial institutions approved by and acceptable to Agent in its sole discretion, provided, that: (i) at the “Accordion”). Notwithstanding the foregoing, the decision time of any such increase, no Early Wind-Down Trigger Event, Default or Event of Default, or any condition that would (or with the passage of time would) constitute an Early Wind-Down Trigger Event, Default or an Event of Default under this Agreement or any other Loan Document, has occurred and is continuing; (ii) no Committed Lender to provide such additional commitment shall be subject obligated to participate in any such increase by increasing the amount of its own Revolving Loan Availability, which decision shall be made in the sole and absolute discretion of such each Committed Lender. Such Accordion ; (iii) the Revolving Loan Availabilities shall be subject in a maximum aggregate principal amount of $200,000,000 (or such lower amount in accordance with Section 2.1(e)) after giving effect to new pricing by Agent and such increase; (iv) Borrower shall pay to Agent, for the benefit of the Lenders, or a nonrefundable commitment fee equal to one-half of one percent (.50%) of the lenders a party theretoincreased Revolving Loan Availabilities, which shall be deemed fully earned and non-refundable on any date of such other terms increase; and conditions which are acceptable (v) all documents and opinions reasonably required by Agent to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of evidence any such Accordion increase shall be conditioned uponexecuted and delivered to Agent on or before the effective date of such increase, among other thingsincluding, without limitation, one or more new or replacement Notes. For the avoidance of doubt, in the event the Revolving Loan Availabilities are not increased to an aggregate amount of $200,000,000 (aafter giving effect to such increase) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent pursuant to this Section 2.1(b) (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, or such lower amount in accordance with the provisions of this Section 2.72.1(e)), during the entire term of the Loan including the extension periods. Notwithstanding the foregoingLenders may still, in their sole discretion, fund Advances up to the extent that Borrower has repaid any portion of the each Lender’s Revolving Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent).

Accordion Feature. Provided (i) The Borrower may, at any time and from time to time during the Revolving Commitment Period, provided that no Default or Event of Default has occurred and is then continuing, upon give not less than thirty (30) Business Days’ notice in writing to the request Facility Agent and the Class B Agent (each, an “Accordion Notice”) requesting an increase (each, an “Accordion Increase”) in (A) the Class A Revolving Maximum Amount and (B) the Class B Revolving Commitments (allocated pro rata between (A) and (B)) by an amount of Borrowerup to [***] in respect of the Class A Revolving Maximum Amount and [***] in respect of the Class B Revolving Commitments in the aggregate for all Accordion Notices. Each Accordion Notice shall specify, in respect of the proposed Accordion Increase: (x) the aggregate amount of the proposed Accordion Increase in respect of Class A Revolving Loans and Class B Revolving Loans (allocated pro rata between (A) and (B)), (y) the proposed new Lenders (each, an “Accordion Lender”) that have agreed to accept a Revolving Commitment (solely to the extent such Accordion Increase has not been accepted by the Class A Revolving Lenders or the Class B Revolving Lenders), and (z) such Accordion Lender’s proposed commitment in respect of the requested Accordion Increase. The Accordion Notice shall be accompanied by evidence, satisfactory to the Facility Agent shall use commercially reasonable efforts and the Class B Agent of compliance with the Financial Covenants on a pro forma basis after giving effect to arrange for additional commitments the proposed Accordion Increase. Each Class A Revolving Committed Lender, Class A Revolving Conduit Lender and Class B Revolving Lender will have the option, but not the obligation, to participate as an Accordion Lender, which participation will be evidenced by notice in writing from the Lenders applicable Lender to the Borrower within ten (and, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower in its reasonable discretion10) in an aggregate amount equal to $200,000,000.00 Business Days of the date following the Accordion Notice (the “AccordionAccordion Participation Deadline”). Notwithstanding If any Lender declines or fails to confirm its participation in the foregoingAccordion Increase by the Accordion Participation Deadline, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not Accordion Increase proposed to have been allocated to such Lender may be entitled allocated to re-borrow any Accordion Lender in the sameBorrower’s discretion for a period of 90 days following the Accordion Participation Deadline. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that (ii) Each Accordion Notice will be accompanied by a proposed amending agreement (the Debt Yield is less than sixteen percent (16%“Amending Agreement”) and Agent used a lower NOI containing amendments to calculate this Agreement necessary to facilitate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected Accordion Increase on the Appraisal then delivered to Agent terms set forth in connection with the proposed AccordionSection 0. Upon receipt of commitments, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent).the

Accordion Feature. Provided The Borrower may, from time to time, increase the Aggregate Revolving Commitment Amount hereunder, or add a term loan facility (a "Incremental Term Loan Facility") and term loans ("Incremental Term Loans") by giving notice to the Agent, specifying the dollar amount of the increase (which shall be in an integral multiple of $5,000,000, and which shall not result in the sum of the Aggregate Revolving Commitment Amount and the Incremental Term Loan Facility hereunder exceeding $100,000,000); provided, however, that an increase in the Aggregate Revolving Commitment Amount and addition of an Incremental Term Loan Facility hereunder may only be made at a time when no Default or Event of Default has shall have occurred and is then be continuing. The Borrower may increase the Aggregate Revolving Commitment Amount by either increasing a Revolving Commitment Amount with an existing Bank or obtaining a Revolving Commitment from a new financial institution, upon the request selection of which shall require the consent of the Agent, not to be unreasonably withheld. The Borrower may add the Incremental Term Loan Facility with an existing Bank or obtaining a commitment to the Incremental Term Loan Facility from a new financial institution, the selection of which shall require the consent of the Agent, not to be unreasonably withheld. The Borrower, the Agent and each Bank or other financial institution that is increasing its Revolving Commitment Amount, extending a new Revolving Commitment or adding an Incremental Term Loan Facility shall enter into an amendment to this Agreement setting forth the amounts of the Revolving Commitment Amount, as so increased, providing that any new financial institution extending a new Revolving Commitment shall be a Bank for all purposes under this Agreement and in the case of the Incremental Term Loan Facility, setting forth the amount and adding provisions appropriate for the Incremental Term Loans, including maturities and amortization, if applicable. No such amendment shall require the approval or consent of any Bank who is not involved in the increase to the Revolving Commitment Amount or the Incremental Term Loan Facility and no Bank shall be required to increase its Revolving Commitment Amount or enter into an Incremental Term Loan Facility unless it shall so agree in writing. Upon the execution and delivery of such amendment as provided above, this Agreement shall be deemed to be amended accordingly and, in the instance of an increase to the Revolving Commitments, the Agent shall use commercially reasonable efforts to arrange for additional commitments from adjust the Lenders funded amount of the Revolving Loans of the Banks so that each Bank (and, if necessary, lenders who are not a party hereto, provided that any including the Banks with new or increased Revolving Commitment) shall hold their respective Revolving Percentages (as amended by such new lender is approved by Borrower in its reasonable discretionamendment) in an aggregate amount equal to $200,000,000.00 (of the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent Revolving Loans outstanding and the Lenders, or the lenders a party theretounfunded Revolving Commitment Amount (and each Bank shall so fund any increased amount of Advances), and shall participate in the Letter of Credit obligations and have obligations to participate in Unrefunded Swing Line Loans in their respective Revolving Percentages (as amended by such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agentamendment).

Accordion Feature. Provided xvi. The Borrower may, at any time and from time to time during the Revolving Commitment Period, provided that no Default or Event of Default has occurred and is then continuing, upon give not less than fifteen (15) Business Days’ notice in writing to the request Facility Agent and the Class B Agent (each, an “Accordion Notice”), requesting an increase in the minimum principal amount of BorrowerOne Hundred Million Dollars ($100,000,000) (each, Agent an “Accordion Increase”) in (A) the Class A Revolving Maximum Amount and (B) the Class B Revolving Commitments (allocated pro rata between (A) and (B)) by an amount of up to $100,000,000 in the aggregate for all Accordion Notices. Each Accordion Notice shall use commercially reasonable efforts to arrange for additional commitments from specify, in respect of the proposed Accordion Increase: (x) the aggregate amount of the proposed Accordion Increase in respect of Class A Revolving Loans and Class B Revolving Loans, (y) the proposed new Lenders (andeach, if necessaryan “Accordion Lender”) that have agreed to accept a Revolving Commitment, lenders who are not a party heretoand (z) such Accordion Lender’s proposed commitment in respect of the requested Accordion Increase, provided that any such new lender is approved by Borrower in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment no Accordion Increase shall be subject to effective unless the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Facility Agent and the Class B Agent shall have accepted each Accordion Notice and each Accordion Lender. The Class A Revolving Committed Lenders, or Class A Revolving Conduit Lenders and the lenders a party theretoClass B Revolving Lenders may, and such other terms and conditions which are acceptable to Borrowerat their option, Agent, the participate as Accordion Lenders, or the lenders theretobut shall have no obligation to do so. The Accordion Notice shall be accompanied by evidence, each in its respective sole and absolute discretion and satisfactory to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Facility Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance Class B Agent of compliance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, Financial Covenants on a pro forma basis after giving effect to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)Accordion Increase.

Accordion Feature. Provided no Default or Event of Default has occurred 2.2.1 Subject to the terms and is then continuingconditions hereof, upon the Borrowers may from time to time make a request of Borrower, Agent shall use commercially reasonable efforts to arrange for additional commitments from the Lenders to increase the Credit by an amount not exceeding (and, if necessary, lenders who are not a party hereto, provided that any in respect of all such new lender is approved by Borrower in its reasonable discretionrequests) in an the aggregate amount equal to of Three Hundred Seventy Five Million Dollars ($200,000,000.00 375,000,000) (the “AccordionAccordion Amount”). Notwithstanding ; provided that (i) the foregoing, Borrowers shall not make more than two such requests in any one fiscal year of ATS and (ii) the decision increase in the total Commitments in respect of the Credit pursuant to any Lender to provide such additional commitment request shall be subject at least an amount (the “Accordion Minimum Request”) equal to Fifth Amended and Restated Credit Agreement Twenty Five Million Dollars ($25,000,000) (or the balance of the Accordion Amount if less than Twenty Five Million Dollars). The Borrowers shall make such request by giving notice to the sole Agent, which notice shall set forth the amount (which shall be no less than the Accordion Minimum Request) of the requested increase (the “Accordion Requested Increase”) and absolute discretion such other details with respect to such increase as the Agent shall reasonably request. The Agent shall promptly send a copy of such Lender. Such Accordion notice to each Lender and each such Lender shall be subject have the right, but not the obligation, to new pricing by increase its Commitment in respect of the Credit and shall have a period of fifteen (15) days from the date of delivery of such notice to notify the Agent and the Lenders, Borrowers whether or not such Lender elects to so increase its Commitment in respect of the lenders a party theretoCredit, and if it does so elect to increase its Commitment, by what amount. If any Lender does not provide such other terms and conditions which are acceptable notice within such time, such Lender shall be deemed to Borrowerhave declined to increase its Commitment. Notwithstanding anything to the contrary herein, Agent, the Lenders, or the lenders thereto, each (A) no Lender shall have any obligation to provide any increase in its Commitment in respect of the Credit and (B) any Lender may increase its respective sole and absolute discretion and to Commitment without the credit committee approval of each Lender as lender thereto. In addition, the advance consent of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)Lender.

Accordion Feature. Provided no Default or Event of Default has occurred 2.2.1 Subject to the terms and is then continuingconditions hereof, upon the Borrowers may from time to time make a request of Borrower, Agent shall use commercially reasonable efforts to arrange for additional commitments from the Lenders to increase the Credit by an amount not exceeding (and, if necessary, lenders who are not a party hereto, provided that any in respect of all such new lender is approved by Borrower in its reasonable discretionrequests) in an the aggregate amount equal to of Three Hundred Seventy Five Million Dollars ($200,000,000.00 375,000,000) (the “AccordionAccordion Amount”). Notwithstanding ; provided that (i) the foregoing, Borrowers shall not make more than two such requests in any one fiscal year of ATS and (ii) the decision increase in the total Commitments in respect of the Credit pursuant to any Lender to provide such additional commitment request shall be subject at least an amount (the “Accordion Minimum Request”) equal to Twenty Five Million Dollars ($25,000,000) (or the balance of the Accordion Amount if less than Twenty Five Million Dollars). The Borrowers shall make such request by giving notice to the sole Agent, which notice shall set forth the amount (which shall be no less than the Accordion Minimum Request) of the requested increase (the “Accordion Requested Increase”) and absolute discretion such other details with respect to such increase as the Agent shall reasonably request. The Agent shall promptly send a copy of such Lender. Such Accordion notice to each Lender and each such Lender shall be subject have the right, but not the obligation, to new pricing by increase its Commitment in respect of the Credit and shall have a period of fifteen (15) days from the date of delivery of such notice to notify the Agent and the Lenders, Borrowers whether or not such Lender elects to so increase its Commitment in respect of the lenders a party theretoCredit, and if it does so elect to increase its Commitment, by what amount. If any Lender does not provide such other terms and conditions which are acceptable notice within such time, such Lender shall be deemed to Borrowerhave declined to increase its Commitment. Notwithstanding anything to the contrary herein, Agent, the Lenders, or the lenders thereto, each (A) no Lender shall have any obligation to provide any increase in its Commitment in respect of the Credit and (B) any Lender may increase its respective sole and absolute discretion and to Commitment without the credit committee approval of each Lender as lender thereto. In addition, the advance consent of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, Lender. Fifth Amended and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent).Restated Credit Agreement

Accordion Feature. Provided no Default or Event of Default has occurred and is then continuing(a) The Borrower may, upon at any time following the request of BorrowerHY Effective Date, give notice in writing to the Administrative Agent shall use commercially reasonable efforts to arrange for additional commitments from the Lenders (and, if necessary, lenders who are not a party hereto, as provided that any such new lender is approved by Borrower in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 this Section 2.6 (the “AccordionAccordion Notice”), requesting that the RT Credit Limit be increased on a one-time basis by an amount of up to $25,000,000 pursuant to such Accordion Notice (such increase, the “Accordion Increase”). Notwithstanding The Accordion Notice shall specify, in respect of the foregoingproposed Accordion Increase: (i) the aggregate amount of the proposed Accordion Increase in respect of the RT Facility (which shall be in compliance with the first sentence of this Section 2.6(a)), (ii) each existing Lender being requested by the Borrower to increase its Individual Commitment in respect of the RT Facility in the aggregate amount of the requested Accordion Increase (each, an “Accordion Lender” and, collectively, the decision of any Lender to provide such additional commitment shall be subject to the sole “Accordion Lenders”) and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, (iii) each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned uponLender’s proposed commitment in respect of the requested Accordion Increase (each, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basisIndividual Accordion Commitment”). For certainty, (b) no Lender shall in any way be obligated to be an Accordion Lender or participate in the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewithAccordion Increase. The Accordion feature Notice shall be availableaccompanied by evidence, satisfactory to the Administrative Agent that the Borrower is in accordance compliance with the provisions of this Section 2.7financial covenants contained in Sections 11.1(m), during the entire term of the Loan including the extension periods. Notwithstanding the foregoing(n), (o) and (p) on a pro forma basis after giving effect to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)Accordion Increase.

Accordion Feature. Provided no Default or Event (a) At any time, prior to the Maturity Date, the Borrower may, by notice in writing to the Administrative Agent (an “Accordion Notice”), from time to time request that the then existing amount of Default has occurred the RT Facility be increased by an amount of up to $300,000,000 (in the aggregate for all Accordion Notices with respect to the RT Facility) and is then continuing, upon advising whether (i) the request of Borrower, Agent shall use commercially reasonable efforts Borrower wishes to arrange for additional commitments from such requested increase to be provided by another bank, which bank must agree to be bound by the Lenders terms and conditions of this agreement as a Lender, and/or (and, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by ii) the Borrower in its reasonable discretion) in an aggregate amount equal wishes to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any request each Lender to provide participate in such additional commitment shall be subject to increase in accordance with their Pro Rata Share. Within ten (10) Banking Days of the sole and absolute discretion receipt by the Administrative Agent of such Lender. Such an Accordion shall be subject to new pricing Notice requesting participation by Agent and the Lenders, each Lender shall advise the Administrative Agent as to whether or not it intends to participate in such increase of the lenders RT Facility. If such advice is not received from a party theretoLender within such ten (10) Banking Day period, and then such other terms and conditions Lender will be deemed not to have agreed to participate in the increase. In the event that not all of the Lenders agree to participate in the increase of the RT Facility, then the Administrative Agent shall so advise the Borrower which are acceptable shall have the right to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and deliver a further request to the credit committee approval of each Lender as lender thereto. In addition, Administrative Agent for those Lenders participating in the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI increase of the Property providing for RT Facility, to participate in any shortfall in the requested increase in RT Facility on a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, pro rata basis in accordance with the provisions Individual Commitments of this Section 2.7, during those participating Lenders and each participating Lender shall advise the entire term Administrative Agent as to whether or not it intends to further participate in such increase of the Loan including RT Facility, within three (3) Banking Days of such further request. In the extension periodsevent that there is still a shortfall, a further request again on a mutatis mutandis basis will be given to the remaining participating Lenders and such request may be accepted or rejected by the remaining participating Lenders and each participating Lender shall advise the Administrative Agent as to whether or not it intends to further participate in such increase of RT Facility, within three (3) Banking Days of such further request. Notwithstanding the foregoing, to To the extent that the participating Lenders do not agree to participate in the request for the increase in the RT Facility, then the Borrower has repaid any portion may either arrange for such shortfall in the requested increase from another bank, which bank must agree to be bound by the terms and conditions of this agreement as a Lender, or accept the lower amount of the Loan Amount, Borrower shall not be entitled to re-borrow increase in the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating ExpensesRT Facility, as applicable, to provide to Borrower and/or its representatives accepted by the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)participating Lenders.

Accordion Feature. Provided The Borrower may, from time to time, increase the Aggregate Revolving Commitment Amount hereunder, by giving notice to the Agent, specifying the dollar amount of the increase (which shall be in an integral multiple of $5,000,000, and which shall not result in the Aggregate Revolving Commitment Amount hereunder exceeding $100,000,000); provided, however, that an increase in the Aggregate Revolving Commitment Amount hereunder may only be made at a time when no Default or Event of Default has shall have occurred and is then be continuing. The Borrower may increase the Aggregate Revolving Commitment Amount by either increasing a Revolving Commitment Amount with an existing Bank or obtaining a Revolving Commitment from a new financial institution, upon the request selection of which shall require the consent of the Agent, not to be unreasonably withheld. The Borrower, the Agent and each Bank or other financial institution that is increasing its Revolving Commitment Amount or extending a new Revolving Commitment shall enter into an amendment to this Agreement setting forth the amounts of the Revolving Commitment Amount, as so increased, providing that any new financial institution extending a new Revolving Commitment shall be a Bank for all purposes under this Agreement. No such amendment shall require the approval or consent of any Bank whose Revolving Commitment Amount is not being increased and no Bank shall be required to increase its Revolving Commitment Amount unless it shall so agree in writing. Upon the execution and delivery of such amendment as provided above, this Agreement shall be deemed to be amended accordingly and the Agent shall use commercially reasonable efforts to arrange for additional commitments from adjust the Lenders funded amount of the Revolving Loans of the Banks so that each Bank (and, if necessary, lenders who are not a party hereto, provided that any including the Banks with new or increased Revolving Commitment) shall hold their respective Revolving Percentages (as amended by such new lender is approved by Borrower in its reasonable discretionamendment) in an aggregate amount equal to $200,000,000.00 (of the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent Revolving Loans outstanding and the Lenders, or the lenders a party theretounfunded Revolving Commitment Amount (and each Bank shall so fund any increased amount of Advances), and shall participate in the Letter of Credit obligations and have obligations to participate in Unrefunded Swing Line Loans in their respective Revolving Percentages (as amended by such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agentamendment).

Accordion Feature. Provided The Borrower may, from time to time, increase the Aggregate Revolving Commitment Amount hereunder, by giving notice to the Agent, specifying the dollar amount of the increase (which shall be in an integral multiple of $5,000,000, and which shall not result in the Aggregate Revolving Commitment Amount hereunder exceeding $60,000,000); provided, however, that an increase in the Aggregate Revolving Commitment Amount hereunder may only be made at a time when no Default or Event of Default has shall have occurred and is then be continuing. The Borrower may increase the Aggregate Revolving Commitment Amount by either increasing a Revolving Commitment Amount with an existing Bank or obtaining a Revolving Commitment from a new financial institution, upon the request selection of which shall require the consent of the Agent, not to be unreasonably withheld. The Borrower, the Agent and each Bank or other financial institution that is increasing its Revolving Commitment Amount or extending a new Revolving Commitment shall enter into an amendment to this Agreement setting forth the amounts of the Revolving Commitment Amount, as so increased, providing that any new financial institution extending a new Revolving Commitment shall be a Bank for all purposes under this Agreement. No such amendment shall require the approval or consent of any Bank whose Revolving Commitment Amount is not being increased and no Bank shall be required to increase its Revolving Commitment Amount unless it shall so agree in writing. Upon the execution and delivery of such amendment as provided above, this Agreement shall be deemed to be amended accordingly and the Agent shall use commercially reasonable efforts to arrange for additional commitments from adjust the Lenders funded amount of the Revolving Loans of the Banks so that each Bank (and, if necessary, lenders who are not a party hereto, provided that any including the Banks with new or increased Revolving Commitment) shall hold their respective Revolving Percentages (as amended by such new lender is approved by Borrower in its reasonable discretionamendment) in an aggregate amount equal to $200,000,000.00 (of the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent Revolving Loans outstanding and the Lenders, or the lenders a party theretounfunded Revolving Commitment Amount (and each Bank shall so fund any increased amount of Advances), and shall participate in the Letter of Credit obligations and have obligations to participate in Unrefunded Swing Line Loans in their respective Revolving Percentages (as amended by such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agentamendment)."