Common use of Additional Loan Commitments Clause in Contracts

Additional Loan Commitments. (a) At any time on or after the Effective Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may, upon five (5) Business Days' prior written notice to the Administrative Agent, request on one or more occasions that the Total Revolving Loan Commitment be increased by, in each such case, not less than $5,000,000 up to an aggregate amount of $25,000,000; provided that the Total Revolving Loan Commitment, after giving effect to all such increases, shall not exceed $100,000,000; and provided that none of the Revolving Loan Banks as of the date of such request shall be under any obligation to increase its Revolving Loan Commitment. Such notice shall specify (i) the amount by which the Total Revolving Loan Commitment is requested to increase, (ii) the effective date of such requested increase, which date shall not be less than five (5) Business Days nor more than 60 days following the date of such written notice, (iii) the name and contact information of the New Bank or New Banks (which may include one or more existing Banks) the Borrower is requesting provide such increase to the Total Revolving Loan Commitment, and (iv) contain a certification from an Authorized Officer of the Borrower stating that the conditions precedent to all Credit Events in Section 6.01 have been met as of the date of such notice. (b) If the Borrower has requested that one or more financial institutions that at such time are not Banks hereunder but that shall qualify as Eligible Transferees (each a "New Bank") provide a requested increase in the Total Revolving Loan Commitment, then such New Bank or New Banks shall be permitted by the Administrative Agent to, and thereafter shall, provide such Revolving Loan Commitment; provided that any increase in Total Revolving Loan Commitment provided by a New Bank shall be in a minimum amount of $5,000,000. Following satisfaction of the notice requirement in clause (a) above and the conditions in clauses (b) and (c) of this Section, upon the effective date set forth in such notice, each New Bank shall thereafter be a Revolving Loan Bank party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a Revolving Loan Bank hereunder and subject to the obligations of a Revolving Loan Bank hereunder to the extent of its Revolving Loan Commitment. Annex I to this Agreement shall be deemed amended to reflect the increase in the Total Revolving Loan Commitment caused by the inclusion of the Revolving Loan Commitment of the New Bank or New Banks. Concurrently with the effectiveness of such increase, (i) the New Bank or New Banks shall fund an amount to the Administrative Agent such that, after giving effect thereto and to all prior fundings by such New Bank hereunder (if any), its Percentage of the aggregate principal amount of Revolving Loans then outstanding, together with its pro rata share of outstanding Swingline Loans and Unpaid Drawings, if any (exclusive of Unpaid Drawings and Swingline Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans), shall be outstanding and (ii) the Administrative Agent shall distribute to each Revolving Loan Bank (excluding such New Bank or New Banks) its pro rata share of such funding, in each case so that after giving effect thereto, each Revolving Loan Bank's, including the New Bank's or New Banks', participation in the Revolving Loans, Swingline Loans and Unpaid Drawings, if any, will be pro rata based on its Percentage after giving effect to the adjustments in such Percentages necessary to reflect such increase in the Total Revolving Loan Commitment. Further, the Borrower shall pay to each Revolving Loan Bank all amounts due under Section 1.12 as a result of adding any New Banks. (c) Any increase in the Total Revolving Loan Commitment is subject to, without limitation, the conditions precedent that the Borrower shall have executed such Revolving Notes and the Borrower, the Banks and the New Banks, if any, shall have executed and delivered such other documentation as shall be reasonably required by the Administrative Agent to evidence such increase in the Total Revolving Loan Commitment and the addition of such New Bank as a Bank hereunder.

Additional Loan Commitments. (a) At any time on or after the Effective Date, so So long as no Default or Event of Default has occurred and is continuingexists, the Borrower may, upon five (5) Business Days' prior written notice to the Administrative Agent, request on Total Loan Commitment may be increased in one or more occasions that the Total Revolving Loan Commitment be increased by, in each such case, not less than $5,000,000 up to increments by an aggregate amount of up to $25,000,000; provided that the 100,000,000 for a maximum aggregate Total Revolving Loan Commitment, after giving effect Commitment not to all such increases, shall not exceed $100,000,000; and 650,000,000, as provided that none of the Revolving Loan Banks as of the date of such request in this Section. No Bank shall be under have any obligation to increase its Revolving Loan Commitment and the approval of an additional Property by a Bank shall not constitute an agreement by such Bank to increase its Loan Commitment. Such notice shall specify (i) the amount by which The initial increase in the Total Revolving Loan Commitment is requested and, to increasethe extent required to satisfy the conditions in subparagraph (b) of this Section 2.19, (ii) subsequent increases shall be conditioned on a New Borrower causing the effective date addition of such requested increase, which date shall not be less than five (5) Business Days nor more than 60 days following the date of such written notice, (iii) the name and contact information of the New Bank or New Banks (which may include one or more existing BanksProperties (as required) in accordance with Section 12.06 as security for the Borrower is requesting provide payment and performance of New Borrower’s Obligations, as the case may be. Prior to any such increase to in the Total Revolving Loan Commitment, Borrower shall have notified Administrative Agent and (iv) contain a certification from an Authorized Officer the Banks of the Sublimits allocable to such New Borrower stating that (and any changes to the conditions precedent Sublimits with respect to all Credit Events in any existing Borrowers). The proposed Sublimits for the New Borrower (and any existing Borrower) must satisfy the requirements of Section 6.01 have been met as of the date of such notice2.01(f). (b) If Notwithstanding the Borrower has requested that one or more financial institutions that at such time are not Banks hereunder but that shall qualify as Eligible Transferees (each a "New Bank") provide a requested foregoing, no increase in the Total Revolving Loan CommitmentCommitment may be effectuated which would cause the Total Loan Commitment to exceed the sum of the Borrowing Base Value of the Property or Properties then securing the Loans. (c) Each increase in the Total Loan Commitment may be effectuated by some or all of the then-existing Banks (the “Existing Banks”) increasing their respective Loan Commitments and/or by the undertaking of a Loan Commitment by a bank or other institutional lender or similar entity that is not an Existing Bank and is approved by Borrowers and the New Borrower, then if applicable, and Administrative Agent, such approvals not to be unreasonably withheld (any such entity so approved referred to herein as a “New Bank”). In connection with any increases to the Loan Commitment of an Existing Bank, (i) the applicable Borrower shall execute a supplemental Note (the “Supplemental Note”) (or a replacement Note) in favor of the Existing Bank evidencing such increase or (ii) the New Borrower shall execute a new Note (“New Borrower Note”) in favor of such Existing Bank evidencing the indebtedness to such Existing Bank, and such Borrower or New Borrower, as the case may be, and such Existing Bank shall execute an addendum and joinder to this Agreement providing for such increased Loan Commitment and by which (i) such Borrower shall acknowledge the increase in principal amount of its Loan or (ii) such New Bank or Borrower shall acknowledge its Obligations with respect to the Loans being made to it and agree to be a Borrower under this Agreement and to be bound by all the terms, conditions and covenants herein contained and which addendum and joinder shall be in such form as Administrative Agent shall reasonably request. In connection with the addition of New Banks shall be permitted by the as provided above, Borrowers, New Borrower (if any), Administrative Agent to, and thereafter shall, provide such Revolving Loan Commitment; provided that any increase in Total Revolving Loan Commitment provided by a each New Bank shall be execute an Acceptance Letter in the form of EXHIBIT H (an “Acceptance Letter”), such Borrower or New Borrower, as the case may be, shall execute a minimum Note to each New Bank in the amount of $5,000,000. Following satisfaction of the notice requirement New Bank’s Loan Commitment (a “New Note”), whereupon the New Bank shall become, and have the rights and obligations of, a “Bank” under this Agreement as if directly a party hereto, with a Loan Commitment in clause (a) above and the conditions in clauses (b) and (c) of this Section, upon the effective date amount set forth in such notice, each Acceptance Letter. The Banks shall have no right of approval with respect to a New Bank’s becoming a Bank shall thereafter be a Revolving or the amount of its Loan Bank party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a Revolving Loan Bank hereunder and Commitment (subject to the obligations limits contained herein on the maximum amount of a Revolving the Total Loan Commitment). The amount of any commitment fee with respect to any new or increased Loan Commitment shall be as agreed to by New Borrower and the New Bank hereunder to the extent of its Revolving or Existing Bank issuing such new or increased Loan Commitment. Annex I Each Supplemental Note, New Borrower Note and New Note shall constitute a “Note” for all purposes of this Agreement. (d) If at the time a New Bank becomes a Bank (or an Existing Bank increases its Loan Commitment) pursuant to this Agreement Section there is any principal outstanding under the Notes of the Existing Banks, such New Bank (or Existing Bank increasing its Loan Commitment) shall be deemed amended remit to reflect Administrative Agent an amount equal to the increase in the Total Revolving Loan Commitment caused Outstanding Percentage (as defined below) multiplied by the inclusion of the Revolving Loan Commitment of the New Bank (or the amount of the increase in the Loan Commitment of an Existing Bank increasing its Loan Commitment), which amount shall be deemed advanced under the Loan of the New Bank (or the Existing Bank increasing its Loan Commitment). Administrative Agent shall pay such amount to the Existing Banks in accordance with the Existing Banks’ respective Pro Rata Shares (as calculated immediately prior to the admission of the New Bank (or the increase in an Existing Bank’s Loan Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Notes of the Existing Banks. Concurrently with For purposes of this Section, the effectiveness term “Outstanding Percentage” means the ratio of such increase, (i) the aggregate outstanding principal amount under the Notes of the Existing Banks, immediately prior to the admission of the New Bank (or New Banks shall fund the increase in the Loan Commitment of an amount to the Administrative Agent such that, after giving effect thereto and to all prior fundings by such New Bank hereunder (if anyExisting Bank), its Percentage of the aggregate principal amount of Revolving Loans then outstanding, together with its pro rata share of outstanding Swingline Loans and Unpaid Drawings, if any (exclusive of Unpaid Drawings and Swingline Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans), shall be outstanding and to (ii) the aggregate of the Loan Commitments of the Existing Banks (as increased pursuant to this Section, if applicable) and the New Bank. Borrowers, New Borrower (if any) and Administrative Agent shall distribute cooperate in scheduling the effective date of any new or increased Loan Commitment so as to each Revolving Loan Bank (excluding such New Bank or New Banks) its pro rata share of such fundingcoincide, in each case so that after giving effect thereto, each Revolving Loan Bank's, including the New Bank's or New Banks', participation in the Revolving Loans, Swingline Loans and Unpaid Drawings, if any, will be pro rata based on its Percentage after giving effect to the adjustments extent feasible, with the expiration of Interest Periods in such Percentages necessary order to reflect such increase in avoid the Total Revolving incurrence by any Borrower of breakage costs with respect to any LIBOR Loan Commitment. Further, the Borrower shall pay pursuant to each Revolving Loan Bank all amounts due under Section 1.12 as a result of adding any New Banks3.05. (c) Any increase in the Total Revolving Loan Commitment is subject to, without limitation, the conditions precedent that the Borrower shall have executed such Revolving Notes and the Borrower, the Banks and the New Banks, if any, shall have executed and delivered such other documentation as shall be reasonably required by the Administrative Agent to evidence such increase in the Total Revolving Loan Commitment and the addition of such New Bank as a Bank hereunder.

Additional Loan Commitments. (a) At any time on or after On such date (the Effective “Incremental Trigger Date, so long ”) as no Default or Event of Default has occurred and is continuing, the Administrative Agent shall receive a Compliance Certificate from the Borrower may, upon five (5) Business Days' prior written notice to the Administrative Agent, request on one or more occasions demonstrating that the Total Revolving Loan Commitment be increased by, in each such case, not Leverage Ratio has been less than $5,000,000 up 3.75:1.00 for two consecutive quarters (as reflected in the two most recently delivered Compliance Certificates), commitments for a new term loan tranche (the “New Term Loan Commitment”) shall automatically be provided in an amount equal to an aggregate the full amount of the Second Lien Loans then outstanding (but in no event greater than $25,000,000; provided that 10,000,000), and the Total Revolving Loan Commitment, after giving effect additional term loans (the “New Term Loans”) to all such increases, shall not exceed $100,000,000; and provided that none of the Revolving Loan Banks as of the date of such request be made in connection therewith shall be under any obligation to increase its Revolving Loan Commitment. Such notice shall specify (i) used solely for the amount by which purpose of discharging the Total Revolving Loan Commitment is requested to increase, (ii) the effective date of such requested increase, which date shall not be less than five (5) Business Days nor more than 60 days following the date of such written notice, (iii) the name and contact information of the New Bank or New Banks (which may include one or more existing Banks) the Borrower is requesting provide such increase to the Total Revolving Loan Commitment, and (iv) contain a certification from an Authorized Officer of the Borrower stating that the conditions precedent to all Credit Events Second Lien Loans in Section 6.01 have been met as of the date of such noticefull. (b) If the Borrower has requested that one or more financial institutions that at Upon receipt of such time are not Banks hereunder but that shall qualify as Eligible Transferees (each a "New Bank") provide a requested increase in the Total Revolving Loan CommitmentCompliance Certificate, then such New Bank or New Banks shall be permitted by the Administrative Agent toshall promptly notify the Borrower, and thereafter shall, provide such Revolving Loan Commitment; provided that any increase in Total Revolving Loan Commitment provided by a New Bank shall be in a minimum amount of $5,000,000. Following satisfaction of the notice requirement in clause (a) above Lenders and the conditions in clauses (b) and (c) of this Section, upon Second Lien Lenders that the effective date set forth in Incremental Trigger Date has occurred. Upon such notice, each New Bank shall thereafter be a Revolving Loan Bank party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a Revolving Loan Bank hereunder and subject to the obligations of a Revolving Loan Bank hereunder to the extent of its Revolving Loan Commitment. Annex I to this Agreement shall be deemed amended to reflect the increase in the Total Revolving Loan Commitment caused by the inclusion of the Revolving Loan Commitment of the New Bank or New Banks. Concurrently with the effectiveness of such increase, (i) each Second Lien Lender shall promptly execute an Acceptance Letter in the New Bank or New Banks form of Exhibit G, whereupon such Second Lien Lender shall fund an amount to the Administrative Agent such that, after giving effect thereto and to all prior fundings by such New Bank become a Lender hereunder (if any), a “New Lender”) with a New Term Loan Commitment equal to its Percentage Pro Rata Share (as defined in the Second Lien Credit Agreement) of the aggregate principal amount of Revolving Loans then outstandingthe Second Lien Loans, together with its pro rata share of outstanding Swingline Loans and Unpaid Drawings, if any (exclusive of Unpaid Drawings and Swingline Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans), shall be outstanding and (ii) Borrower shall execute a Note to each New Lender in the amount of the New Lender’s New Term Loan Commitment (a “New Note”) and (iii) Borrower, Administrative Agent shall distribute to each Revolving Loan Bank (excluding such New Bank or New Banks) its pro rata share of such funding, in each case so that after giving effect thereto, each Revolving Loan Bank's, including the New Bank's or New Banks', participation in the Revolving Loans, Swingline Loans and Unpaid Drawings, if any, will be pro rata based on its Percentage after giving effect to the adjustments in such Percentages necessary to reflect such increase in the Total Revolving Loan Commitment. Further, the Borrower shall pay to each Revolving Loan Bank all amounts due under Section 1.12 as a result of adding any New Banks. (c) Any increase in the Total Revolving Loan Commitment is subject to, without limitation, the conditions precedent that the Borrower shall have executed such Revolving Notes and the Borrower, the Banks and the New Banks, if any, Lenders shall have executed and delivered execute such other documentation as shall be reasonably required by the Administrative Agent modifications to evidence such increase in the Total Revolving Loan Commitment and the addition of such New Bank as a Bank hereunder.this Credit Agreement

Additional Loan Commitments. (a) At any time on or after the Effective Date, so So long as no Default or Event of Default has occurred and is continuingexists, the Borrower may, upon five (5) Business Days' prior written notice to the Administrative Agent, request on Total Loan Commitment may be increased in one or more occasions that the Total Revolving Loan Commitment be increased by, in each such case, not less than $5,000,000 up to increments by an aggregate amount of up to $25,000,000; provided that the 300,000,000 for a maximum aggregate Total Revolving Loan Commitment, after giving effect Commitment not to all such increases, shall not exceed $100,000,000; and 650,000,000, as provided that none of the Revolving Loan Banks as of the date of such request in this Section. No Bank shall be under have any obligation to increase its Revolving Loan Commitment and the approval of an additional Property by a Bank shall not constitute an agreement by such Bank to increase its Loan Commitment. Such notice shall specify (i) the amount by which The initial increase in the Total Revolving Loan Commitment is requested and, to increasethe extent required to satisfy the conditions in subparagraph (b) of this Section 2.19, (ii) subsequent increases shall be conditioned on a New Borrower causing the effective date addition of such requested increase, which date shall not be less than five (5) Business Days nor more than 60 days following the date of such written notice, (iii) the name and contact information of the New Bank or New Banks (which may include one or more existing BanksProperties (as required) in accordance with Section 12.06 as security for the Borrower is requesting provide payment and performance of New Borrower’s Obligations, as the case may be. Prior to any such increase to in the Total Revolving Loan Commitment, Borrower shall have notified Administrative Agent and (iv) contain a certification from an Authorized Officer the Banks of the Sublimits allocable to such New Borrower stating that (and any changes to the conditions precedent Sublimits with respect to all Credit Events in any existing Borrowers). The proposed Sublimits for the New Borrower (and any existing Borrower) must satisfy the requirements of Section 6.01 have been met as of the date of such notice2.01(f). (b) If Notwithstanding the Borrower has requested that one or more financial institutions that at such time are not Banks hereunder but that shall qualify as Eligible Transferees (each a "New Bank") provide a requested foregoing, no increase in the Total Revolving Loan CommitmentCommitment may be effectuated which would cause the Total Loan Commitment to exceed the sum of the Borrowing Base Value of the Property or Properties then securing the Loans. (c) Each increase in the Total Loan Commitment may be effectuated by some or all of the then-existing Banks (the “Existing Banks”) increasing their respective Loan Commitments and/or by the undertaking of a Loan Commitment by a bank or other institutional lender or similar entity that is not an Existing Bank and is approved by Borrowers and the New Borrower, then if applicable, and Administrative Agent, such approvals not to be unreasonably withheld (any such entity so approved referred to herein as a “New Bank”). In connection with any increases to the Loan Commitment of an Existing Bank, (i) the applicable Borrower shall execute a supplemental Note (the “Supplemental Note”) (or a replacement Note) in favor of the Existing Bank evidencing such increase or (ii) the New Borrower shall execute a new Note (“New Borrower Note”) in favor of such Existing Bank evidencing the indebtedness to such Existing Bank, and such Borrower or New Borrower, as the case may be, and such Existing Bank shall execute an addendum and joinder to this Agreement providing for such increased Loan Commitment and by which (i) such Borrower shall acknowledge the increase in principal amount of its Loan or (ii) such New Bank or Borrower shall acknowledge its Obligations with respect to the Loans being made to it and agree to be a Borrower under this Agreement and to be bound by all the terms, conditions and covenants herein contained and which addendum and joinder shall be in such form as Administrative Agent shall reasonably request. In connection with the addition of New Banks shall be permitted by the as provided above, Borrowers, New Borrower (if any), Administrative Agent to, and thereafter shall, provide such Revolving Loan Commitment; provided that any increase in Total Revolving Loan Commitment provided by a each New Bank shall be execute an Acceptance Letter in the form of EXHIBIT H (an “Acceptance Letter”), such Borrower or New Borrower, as the case may be, shall execute a minimum Note to each New Bank in the amount of $5,000,000. Following satisfaction of the notice requirement New Bank’s Loan Commitment (a “New Note”), whereupon the New Bank shall become, and have the rights and obligations of, a “Bank” under this Agreement as if directly a party hereto, with a Loan Commitment in clause (a) above and the conditions in clauses (b) and (c) of this Section, upon the effective date amount set forth in such notice, each Acceptance Letter. The Banks shall have no right of approval with respect to a New Bank’s becoming a Bank shall thereafter be a Revolving or the amount of its Loan Bank party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a Revolving Loan Bank hereunder and Commitment (subject to the obligations limits contained herein on the maximum amount of a Revolving the Total Loan Commitment). The amount of any commitment fee with respect to any new or increased Loan Commitment shall be as agreed to by New Borrower and the New Bank hereunder to the extent of its Revolving or Existing Bank issuing such new or increased Loan Commitment. Annex I Each Supplemental Note, New Borrower Note and New Note shall constitute a “Note” for all purposes of this Agreement. (d) If at the time a New Bank becomes a Bank (or an Existing Bank increases its Loan Commitment) pursuant to this Agreement Section there is any principal outstanding under the Notes of the Existing Banks, such New Bank (or Existing Bank increasing its Loan Commitment) shall be deemed amended remit to reflect Administrative Agent an amount equal to the increase in the Total Revolving Loan Commitment caused Outstanding Percentage (as defined below) multiplied by the inclusion of the Revolving Loan Commitment of the New Bank (or the amount of the increase in the Loan Commitment of an Existing Bank increasing its Loan Commitment), which amount shall be deemed advanced under the Loan of the New Bank (or the Existing Bank increasing its Loan Commitment). Administrative Agent shall pay such amount to the Existing Banks in accordance with the Existing Banks’ respective Pro Rata Shares (as calculated immediately prior to the admission of the New Bank (or the increase in an Existing Bank’s Loan Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Notes of the Existing Banks. Concurrently with For purposes of this Section, the effectiveness term “Outstanding Percentage” means the ratio of such increase, (i) the aggregate outstanding principal amount under the Notes of the Existing Banks, immediately prior to the admission of the New Bank (or New Banks shall fund the increase in the Loan Commitment of an amount to the Administrative Agent such that, after giving effect thereto and to all prior fundings by such New Bank hereunder (if anyExisting Bank), its Percentage of the aggregate principal amount of Revolving Loans then outstanding, together with its pro rata share of outstanding Swingline Loans and Unpaid Drawings, if any (exclusive of Unpaid Drawings and Swingline Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans), shall be outstanding and to (ii) the aggregate of the Loan Commitments of the Existing Banks (as increased pursuant to this Section, if applicable) and the New Bank. Borrowers, New Borrower (if any) and Administrative Agent shall distribute cooperate in scheduling the effective date of any new or increased Loan Commitment so as to each Revolving Loan Bank (excluding such New Bank or New Banks) its pro rata share of such fundingcoincide, in each case so that after giving effect thereto, each Revolving Loan Bank's, including the New Bank's or New Banks', participation in the Revolving Loans, Swingline Loans and Unpaid Drawings, if any, will be pro rata based on its Percentage after giving effect to the adjustments extent feasible, with the expiration of Interest Periods in such Percentages necessary order to reflect such increase in avoid the Total Revolving incurrence by any Borrower of breakage costs with respect to any LIBOR Loan Commitment. Further, the Borrower shall pay pursuant to each Revolving Loan Bank all amounts due under Section 1.12 as a result of adding any New Banks3.05. (c) Any increase in the Total Revolving Loan Commitment is subject to, without limitation, the conditions precedent that the Borrower shall have executed such Revolving Notes and the Borrower, the Banks and the New Banks, if any, shall have executed and delivered such other documentation as shall be reasonably required by the Administrative Agent to evidence such increase in the Total Revolving Loan Commitment and the addition of such New Bank as a Bank hereunder.

Additional Loan Commitments. (a) At any time on or after the Effective Date, so long as Provided that no Default or Event of Default has shall have occurred and is be continuing, Borrower shall have the Borrower mayoption from time to time, upon five (5) Business Days' prior by giving written notice to the Administrative AgentAgent on or before the Maturity Date (“Increase Notice”), request on one or more occasions that subject to the terms and conditions set forth in this Agreement, to increase the Total Revolving Loan Commitment be increased by, in each such case, not less than $5,000,000 Commitments (i) without the prior consent of Lenders by an amount up to USD$25,000,000 (which, assuming no previous reduction in the Commitments, would result in a maximum Total Commitment of USD$75,000,000) and (ii) thereafter, with the consent of all the Lenders, by an aggregate additional amount up to USD$50,000,000 (which assuming no previous reduction in the Commitments, would result in a maximum Total Commitment of USD$125,000,000). The amount of $25,000,000; provided that the requested increase is to be set forth in the Increase Notice. The increase in the Total Revolving Loan CommitmentCommitment pursuant to any such particular request shall be at least in the Minimum Amount but in no event greater than the amounts set forth 2.12 (a)(i) or 2.12(a)(ii),as the case may be, after giving effect less any previous increase in the Total Commitment pursuant to all this Section and less any reduction pursuant to Section 2.5 (“Requested Increase”). The Increase Notice shall contain such increases, other details with respect to such Requested Increase as the Administrative Agent shall not exceed $100,000,000; reasonably request. The execution and provided that none delivery of the Revolving Loan Banks as of Increase Notice by Borrower shall constitute a representation and warranty by Borrower that all the conditions set forth in this Section 2.12 shall have been satisfied on the date of such Increase Notice. Administrative Agent will use its best efforts, with the assistance of Borrower, to arrange with Lenders or new lenders for Commitments (including the then-existing Commitments) aggregating the-existing Total Commitment plus the Requested Increase. (b) Upon receipt of Increase Notice, from Borrower, Administrative Agent shall promptly send a copy of the Increase Notice to each Lender and shall request that each Lender increase its Commitment by an amount equal to its Pro Rata Share of the Requested Increase (“First Request”). Each Lender shall be under any obligation have the right, but not the obligation, to increase its Revolving Loan Commitment by an amount up to its Pro Rata Share of the Requested Increase, and shall have a period of fifteen (15) days from the First Request to notify Administrative Agent in writing whether or not such Lender elects so to increase its Commitment and by what amount (“First Request Response”). Any Lender that fails to respond to the First Request within such fifteen (15)-day period will be deemed to have elected not to increase their respective Commitment. Such notice If all Lenders elect to increase their respective Commitments by amounts equal to their respective Pro Rata Share of the Requested Increase, Administrative Agent shall specify so notify Borrower and Lenders, and Borrower shall proceed in accordance with Section (c) below. If any Lender (any such Lender, a “Declining Lender”) shall not elect or shall be deemed to have elected not to increase its Commitment as aforesaid or has elected to increase its Commitment by less than its Pro Rata Share of the Requested Increase, (i) the amount by which of such Declining Lender’s Commitment shall remain unchanged or adjusted to increase its Commitment in the Total Revolving Loan Commitment is requested to increaseamount set forth in its First Request Response, as the case may be, (ii) Administrative Agent shall notify Borrower and each of the effective date of such requested increase, other Lenders as to which date shall not be less than five (5) Business Days nor more than 60 days following the date of such written notice, Lenders have elected to increase their Commitments and by what amounts and (iii) if Borrower so requests, Administrative Agent shall either (A) solicit from the name Lenders that elected to increase their respective Commitments a further increase in their Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lender’s Pro Rata Share of the Requested Increase (“Shortfall”) or (B) submit a list of proposed lenders that are not then a party to this Credit Agreement to Borrower for its review and contact information approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional Commitments in an amount equal to the Shortfall. (c) In connection with the Requested Increase in the Commitments of some or all of the Lenders as provided in Section 2.12(b) above, Borrower shall execute a modification to its Notes (“Modified Note”) evidencing such increase, as well as such other modifications to this Credit Agreement as Administrative Agent and Borrower shall agree upon. In connection with the addition of new lenders as a result of solicitations by Administrative Agent pursuant to 2.12(b) above (“New Lenders”), Borrower, Administrative Agent and each New Lender shall execute an Acceptance Letter in the form of Exhibit F, Borrow shall execute a Note to each New Lender in the amount of the New Bank or Lender’s Commitment (a “New Banks Note”) and Borrower, Administrative Agent and the Lenders shall execute such modifications to this Credit Agreement (which may include one or more existing Banksincluding, without limitation, modifications of the financial covenants contained in Sections 7.12(a) and 7.12(b) hereof) as Administrative Agent and Borrower shall agree upon, whereupon the Borrower is requesting provide such increase to the Total Revolving Loan CommitmentNew Lender shall become, and (iv) contain have the rights and obligations of a certification from an Authorized Officer of the Borrower stating that the conditions precedent to all Credit Events in Section 6.01 have been met as of the date of such notice. (b) If the Borrower has requested that one or more financial institutions that at such time are not Banks hereunder but that shall qualify as Eligible Transferees (each “Lender”, with a "New Bank") provide a requested increase Commitment in the Total Revolving Loan Commitment, then such New Bank or New Banks shall be permitted by the Administrative Agent to, and thereafter shall, provide such Revolving Loan Commitment; provided that any increase in Total Revolving Loan Commitment provided by a New Bank shall be in a minimum amount of $5,000,000. Following satisfaction of the notice requirement in clause (a) above and the conditions in clauses (b) and (c) of this Section, upon the effective date set forth in such notice, each Acceptance Letter. The Lenders shall have no right of approval with respect to a New Bank shall thereafter be Lender’s becoming a Revolving Loan Bank party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a Revolving Loan Bank hereunder and subject to Lender or the obligations of a Revolving Loan Bank hereunder to the extent amount of its Revolving Loan Commitment; provided, however, that Administrative Agent shall have such right of approval, not to be unreasonably withheld. Annex I Each Modified Note and New Note shall constitute a “Note” for all purposes of this Credit Agreement. Borrower shall also execute and deliver to this Agreement shall be deemed amended to reflect Administrative Agent and the increase in the Total Revolving Loan Commitment caused by the inclusion of the Revolving Loan Commitment of the New Bank or New Banks. Concurrently with the effectiveness of Lenders such increaseadditional documents, (i) the New Bank or New Banks shall fund an amount to instruments, certifications and opinions as the Administrative Agent such thatmay require in its reasonable discretion, after giving effect thereto including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants, representations and to all prior fundings by such New Bank hereunder (if any), its Percentage of the aggregate principal amount of Revolving Loans then outstanding, together with its pro rata share of outstanding Swingline Loans and Unpaid Drawings, if any (exclusive of Unpaid Drawings and Swingline Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans), shall be outstanding and (ii) the Administrative Agent shall distribute to each Revolving Loan Bank (excluding such New Bank or New Banks) its pro rata share of such funding, in each case so that after giving effect thereto, each Revolving Loan Bank's, including the New Bank's or New Banks', participation warranties set forth in the Revolving Loans, Swingline Loans and Unpaid Drawings, if any, will be pro rata based on its Percentage Loan Documents after giving effect to the adjustments increase, and any amendments to Security Documents, as Administrative Agent may reasonably request, and Borrower shall pay any updated UCC searches, all filing costs and fees, and any and all intangible taxes or other taxes, assessments or charges or any similar fees, taxes or expenses which are demanded in connection with such Percentages necessary increase. (d) If at the time a New Lender becomes a Lender (or a Lender increases its Commitment) pursuant to reflect this Section 2.12 there is any principal outstanding under the existing Notes of the previously admitted Lenders (the “Existing Lenders”), such New Lenders (or Lender increasing its Commitment) shall remit to Administrative Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Commitment of the New Lenders (or the amount of the increase in the Total Revolving Commitment of a Lender increasing its Commitment), which amount shall be deemed advanced under the Loan of the New Lender (or the Lender increasing its Commitment). Further, the Borrower Administrative Agent shall pay such amount to each Revolving Loan Bank all amounts due under Section 1.12 as a result of adding any New Banks. (c) Any increase in the Total Revolving Loan Commitment is subject to, without limitation, the conditions precedent that the Borrower shall have executed such Revolving Notes and the Borrower, the Banks and the New Banks, if any, shall have executed and delivered such other documentation as shall be reasonably required by the Administrative Agent to evidence such increase in the Total Revolving Loan Commitment and the addition of such New Bank as a Bank hereunder.Existing Lenders in

Additional Loan Commitments. (a) At any time on or after the Amendment Effective Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may, upon five (5) Business Days' ’ prior written notice to the Administrative Agent, request on one or more occasions that the Total Revolving Loan Commitment be increased by, in each such case, not less than $5,000,000 up to an aggregate amount of $25,000,000; provided provided, further that the Total Revolving Loan Commitment, after giving effect to all such increases, shall not exceed $100,000,000; and provided that none of the Revolving Loan Banks as of the date of such request shall be under any obligation to increase its Revolving Loan Commitment. Such notice shall specify (i) the amount by which the Total Revolving Loan Commitment is requested to increase, (ii) the effective date of such requested increase, which date shall not be less than five (5) Business Days nor more than 60 days following the date of such written notice, (iii) the name and contact information of the New Bank or New Banks (which may include one or more existing Banks) the Borrower is requesting provide such increase to the Total Revolving Loan Commitment, and (iv) contain a certification from an Authorized Officer of the Borrower stating that the applicable conditions precedent to all Credit Events in Section 6.01 have been met as of the date of such notice. (b) If the Borrower has requested that one or more financial institutions that at such time are not Banks hereunder but that shall qualify as Eligible Transferees (each a "“New Bank"”) provide a requested increase in the Total Revolving Loan Commitment, then such New Bank or New Banks shall be permitted by the Administrative Agent to, and thereafter shall, provide such Revolving Loan Commitment; provided that any increase in Total Revolving Loan Commitment provided by a New Bank shall be in a minimum amount of $5,000,000. Following satisfaction of the notice requirement in clause (a) above and the conditions in clauses (b) and (c) of this Section, upon the effective date set forth in such notice, each New Bank shall thereafter be a Revolving Loan Bank party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a Revolving Loan Bank hereunder and subject to the obligations of a Revolving Loan Bank hereunder to the extent of its Revolving Loan Commitment. Annex I to this Agreement shall be deemed amended to reflect the increase in the Total Revolving Loan Commitment caused by the inclusion of the Revolving Loan Commitment of the New Bank or New Banks. Concurrently with the effectiveness of such increase, (i) the New Bank or New Banks shall fund an amount to the Administrative Agent such that, after giving effect thereto and to all prior fundings by such New Bank hereunder (if any), its Percentage of the aggregate principal amount of Revolving Loans then outstanding, together with its pro rata share of outstanding Swingline Loans and Unpaid Drawings, if any (exclusive of Unpaid Drawings and Swingline Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans), shall be outstanding and (ii) the Administrative Agent shall distribute to each Revolving Loan Bank (excluding such New Bank or New Banks) its pro rata share of such funding, in each case so that after giving effect thereto, each Revolving Loan Bank's’s, including the New Bank's ’s or New Banks'’, participation in the Revolving Loans, Swingline Loans and Unpaid Drawings, if any, will be pro rata based on its Percentage after giving effect to the adjustments in such Percentages necessary to reflect such increase in the Total Revolving Loan Commitment. Further, the Borrower shall pay to each Revolving Loan Bank all amounts due under Section 1.12 as a result of adding any New Banks. (c) Any increase in the Total Revolving Loan Commitment is subject to, without limitation, the conditions precedent that the Borrower shall have executed such Revolving Notes and the Borrower, the Banks and the New Banks, if any, shall have executed and delivered such other documentation as shall be reasonably required by the Administrative Agent to evidence such increase in the Total Revolving Loan Commitment and the addition of such New Bank as a Bank hereunder.

Additional Loan Commitments. (a) At any time on or after the Effective Date, so So long as no Default or Event of Default has occurred and is continuingexists, the Borrower may, upon five (5) Business Days' prior written notice to the Administrative Agent, request on Total Loan Commitment may be increased in one or more occasions that the Total Revolving Loan Commitment be increased by, in each such case, not less than $5,000,000 up to increments by an aggregate amount of up to $25,000,000; provided that the 300,000,000 for a maximum aggregate Total Revolving Loan Commitment, after giving effect Commitment not to all such increases, shall not exceed $100,000,000; and 650,000,000, as provided that none of the Revolving Loan Banks as of the date of such request in this Section. No Bank shall be under have any obligation to increase its Revolving Loan Commitment and the approval of an additional Property by a Bank shall not constitute an agreement by such Bank to increase its Loan Commitment. Such notice shall specify (i) the amount by which The initial increase in the Total Revolving Loan Commitment is requested and, to increasethe extent required to satisfy the conditions in subparagraph (b) of this Section 2.19, (ii) the effective date subsequent increases shall be conditioned on Borrower’s addition of such requested increase, which date shall not be less than five (5) Business Days nor more than 60 days following the date of such written notice, (iii) the name and contact information of the New Bank or New Banks (which may include one or more existing BanksProperties (as required) in accordance with Section 12.06 as security for the Borrower is requesting provide such increase to the Total Revolving Loan Commitment, payment and (iv) contain a certification from an Authorized Officer performance of the Borrower stating that the conditions precedent to all Credit Events in Section 6.01 have been met as of the date of such noticeObligations. (b) If Notwithstanding the Borrower has requested that one or more financial institutions that at such time are not Banks hereunder but that shall qualify as Eligible Transferees (each a "New Bank") provide a requested foregoing, no increase in the Total Revolving Loan CommitmentCommitment may be effectuated which would cause the Total Loan Commitment to exceed sixty-five percent (65%) of the sum of the Appraised Values of the Properties. (c) Each increase in the Total Loan Commitment may be effectuated by some or all of the then-existing Banks (the “Existing Banks”) increasing their respective Loan Commitments and/or by the undertaking of a Loan Commitment by a bank or other institutional lender or similar entity that is not an Existing Bank and is approved by Borrower and Administrative Agent, then such approvals not to be unreasonably withheld (any such entity so approved referred to herein as a “New Bank”). In connection with any increases to the Loan Commitment of an Existing Bank, Borrower shall execute a supplemental Note (the “Supplemental Note”) evidencing such increase, and Borrower and such Existing Bank or shall execute an addendum to this Agreement providing for such increased Loan Commitment in such form as Administrative Agent shall reasonably request. In connection with the addition of New Banks shall be permitted by the as provided above, Borrower, Administrative Agent to, and thereafter shall, provide such Revolving Loan Commitment; provided that any increase in Total Revolving Loan Commitment provided by a each New Bank shall be execute an Acceptance Letter in the form of EXHIBIT H (an “Acceptance Letter”), Borrower shall execute a minimum Note to each New Bank in the amount of $5,000,000. Following satisfaction of the notice requirement New Bank’s Loan Commitment (a “New Note”), whereupon the New Bank shall become, and have the rights and obligations of, a “Bank” under this Agreement as if directly a party hereto, with a Loan Commitment in clause (a) above and the conditions in clauses (b) and (c) of this Section, upon the effective date amount set forth in such notice, each Acceptance Letter. The Banks shall have no right of approval with respect to a New Bank’s becoming a Bank shall thereafter be a Revolving or the amount of its Loan Bank party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a Revolving Loan Bank hereunder and Commitment (subject to the obligations limits contained herein on the maximum amount of a Revolving the Total Loan Commitment). The amount of any commitment fee with respect to any new or increased Loan Commitment shall be as agreed to by Borrower and the New Bank hereunder to the extent of its Revolving or Existing Bank issuing such new or increased Loan Commitment. Annex I Each Supplemental Note and New Note shall constitute a “Note” for all purposes of this Agreement. (d) If at the time a New Bank becomes a Bank (or an Existing Bank increases its Loan Commitment) pursuant to this Agreement Section there is any principal outstanding under the Notes of the Existing Banks, such New Bank (or Existing Bank increasing its Loan Commitment) shall be deemed amended remit to reflect Administrative Agent an amount equal to the increase in the Total Revolving Loan Commitment caused Outstanding Percentage (as defined below) multiplied by the inclusion of the Revolving Loan Commitment of the New Bank (or the amount of the increase in the Loan Commitment of an Existing Bank increasing its Loan Commitment), which amount shall be deemed advanced under the Loan of the New Bank (or the Existing Bank increasing its Loan Commitment). Administrative Agent shall pay such amount to the Existing Banks in accordance with the Existing Banks’ respective Pro Rata Shares (as calculated immediately prior to the admission of the New Bank (or the increase in an Existing Bank’s Loan Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Notes of the Existing Banks. Concurrently with For purposes of this Section, the effectiveness term “Outstanding Percentage” means the ratio of such increase, (i) the aggregate outstanding principal amount under the Notes of the Existing Banks, immediately prior to the admission of the New Bank (or New Banks shall fund the increase in the Loan Commitment of an amount to the Administrative Agent such that, after giving effect thereto and to all prior fundings by such New Bank hereunder (if anyExisting Bank), its Percentage of the aggregate principal amount of Revolving Loans then outstanding, together with its pro rata share of outstanding Swingline Loans and Unpaid Drawings, if any (exclusive of Unpaid Drawings and Swingline Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans), shall be outstanding and to (ii) the aggregate of the Loan Commitments of the Existing Banks (as increased pursuant to this Section, if applicable) and the New Bank. Borrower and Administrative Agent shall distribute cooperate in scheduling the effective date of any new or increased Loan Commitment so as to each Revolving Loan Bank (excluding such New Bank or New Banks) its pro rata share of such fundingcoincide, in each case so that after giving effect thereto, each Revolving Loan Bank's, including the New Bank's or New Banks', participation in the Revolving Loans, Swingline Loans and Unpaid Drawings, if any, will be pro rata based on its Percentage after giving effect to the adjustments extent feasible, with the expiration of Interest Periods in such Percentages necessary order to reflect such increase in avoid the Total Revolving incurrence by Borrower of breakage costs with respect to any LIBOR Loan Commitment. Further, the Borrower shall pay pursuant to each Revolving Loan Bank all amounts due under Section 1.12 as a result of adding any New Banks3.05. (c) Any increase in the Total Revolving Loan Commitment is subject to, without limitation, the conditions precedent that the Borrower shall have executed such Revolving Notes and the Borrower, the Banks and the New Banks, if any, shall have executed and delivered such other documentation as shall be reasonably required by the Administrative Agent to evidence such increase in the Total Revolving Loan Commitment and the addition of such New Bank as a Bank hereunder.