Common use of Discretionary Advances Clause in Contracts

Discretionary Advances. Lender is hereby authorized from time to time to make Advances without notice to Borrower that Lender, in its sole discretion, deems necessary or desirable upon the occurrence of any of the following (such Advances made upon the occurrence of the following events are referred to herein as the “Discretionary Advances”): (i) Lender determines, in its sole discretion, that an Advance is be necessary or desirable for the purpose of paying any Loan Expense, cost, expense, fee or other amount to or for the benefit of Borrower or chargeable to Borrower under the Loan Documents, (ii) any Event of Default occurs, or (iii) upon request by Borrower for a Commitment Advance that would cause the aggregate amount of all Commitment Advances made hereunder to exceed the Commitment. Each Discretionary Advance shall, upon disbursement, automatically constitute principal outstanding hereunder and cause a corresponding increase in the aggregate amount of the Debt (even if such Discretionary Advance causes the outstanding principal amount of the Note to exceed the Commitment or the face amount of the Note). Borrower agrees that each Discretionary Advance may, in Lender’s discretion, reduce the amount of availability, if any, under the Commitment and may, in Lender’s discretion, reduce the amount of available Interest Reserve, if any. The making by Lender of any Discretionary Advance shall not cure or waive any Event of Default hereunder (except only for an Event of Default that has been cured to Lender’s satisfaction as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so cured, and for an Event of Default that has been waived by Lender as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so waived).

Discretionary Advances. During (a) the occurrence of an Event of Default or (b) upon request by Borrower, Lender is hereby authorized from time to time to make Advances without notice to Borrower under any Loan that Lender, in its sole discretion, desires to fund at Borrower’s request or deems necessary or desirable upon to pay any Loan Expense or other amount chargeable to Borrower pursuant to the occurrence terms of this Agreement or any of other Loan Document (an advance made for the following (such Advances made upon the occurrence of the following events foregoing purposes are referred to herein as the a “Discretionary AdvancesAdvance”): (i) Lender determines, in its sole discretion, that an Advance is be necessary or desirable for the purpose of paying any Loan Expense, cost, expense, fee or other amount to or for the benefit of Borrower or chargeable to Borrower under the Loan Documents, (ii) any Event of Default occurs, or (iii) upon request by Borrower for a Commitment Advance that would cause the aggregate amount of all Commitment Advances made hereunder to exceed the Commitment). Each Discretionary Advance made under a Note shall, upon disbursement, automatically constitute principal outstanding hereunder under such Note and shall cause a corresponding increase in the aggregate outstanding principal amount of the Debt such Note (even if such Discretionary Advance causes the aggregate amount outstanding principal amount of under the Note to exceed the Commitment or the face amount of such Note or causes the NoteRevolving Principal Balance to exceed the Maximum Commitment). Borrower agrees that each Discretionary Advance may, in Lender’s discretion, shall automatically reduce the amount of availability, if any, availability under the Commitment and may, in Lender’s discretion, reduce the amount of available Interest Reserve, if anyMaximum Commitment. The making by Lender of any Discretionary Advance shall not cure or waive any Event of Default hereunder (except only for an Event of Default that has been cured to Lender’s satisfaction as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so cured, and or for an Event of Default that has been waived by Lender as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so waived).

Discretionary Advances. Lender is hereby authorized from time to time to make Advances without notice to Borrower that Lender, in its sole discretion, deems necessary or desirable upon the occurrence of any of the following (such Advances made upon the occurrence of the following events are referred to herein as the “Discretionary Advances”): (i) Lender determines, in its sole discretion, that an Advance is be necessary or desirable for the purpose of paying any Loan Expense, cost, expense, fee or other amount to or for the benefit of Borrower or chargeable to Borrower under the Loan Documents, (ii) any Event of Default occurs, or (iii) upon request by Borrower for a Commitment Advance that would cause the aggregate amount of all Commitment Advances made hereunder to exceed the Commitment. In the event Lender makes a Discretionary Advance under item (i) above, Lender shall use reasonable efforts notify Borrower of such Discretionary Advance promptly thereafter. Each Discretionary Advance shall, upon disbursement, automatically constitute principal outstanding hereunder and cause a corresponding increase in the aggregate amount of the Debt (even if such Discretionary Advance causes the outstanding principal amount of the Note to exceed the Commitment or the face amount of the Note). Borrower agrees that each Discretionary Advance may, in Lender’s discretion, reduce the amount of availability, if any, under the Commitment and may, in Lender’s discretion, reduce the amount of available Interest Reserve, if any. The making by Lender of any Discretionary Advance shall not cure or waive any Event of Default hereunder (except only for an Event of Default that has been cured to Lender’s satisfaction as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so cured, and for an Event of Default that has been waived by Lender as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so waived).

Discretionary Advances. Lender is hereby authorized from time to time to make Advances without notice to Borrower that Lender, in its sole discretion, deems necessary or desirable upon the occurrence of any of the following (such Advances made upon the occurrence of the following events are referred to herein as the “Discretionary Advances”): (i) Lender determines, in its sole discretion, that an Advance is be necessary or desirable for the purpose of paying any Loan Expense, cost, expense, fee or other amount to or for the benefit of Borrower or chargeable to Borrower under the Loan Documents, (ii) any Event of Default occurs, or (iii) upon request by Borrower for a Commitment Advance that would cause the aggregate amount of all Commitment Advances made hereunder to exceed the Commitment. Each Discretionary Advance shall, upon disbursement, automatically constitute principal outstanding hereunder and cause a corresponding increase in the aggregate amount of the Debt (even if such Discretionary Advance causes the outstanding principal amount of the Note to exceed the Commitment or the face amount of the Note). Borrower agrees that each Discretionary Advance may, in Lender’s discretion, reduce the amount of availability, if any, under the Commitment and may, in Lender’s discretion, reduce the amount of available Interest Reserve, if any. The making by Lender of any Discretionary Advance shall not cure or waive any Event of Default hereunder (except only for an Event of Default that has been cured to Lender’s satisfaction as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so cured, and for an Event of Default that has been waived by Lender as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so waived).. Loan Agreement – Xxxxxx Xxxxx 0X, Xxxxxx Xxxxxx, Texas 12

Discretionary Advances. Lender is hereby authorized from Notwithstanding anything contained herein to the contrary, at any time to time to make Advances without notice to Borrower that Lenderafter and during the continuance of a Default or Event of Default, Agent may, in its sole discretion, deems necessary or desirable upon the occurrence make Revolving Advances in an aggregate amount of any not more than $[ ] in excess of the following (such Advances made upon limitations set forth in the occurrence US Borrowing Base and Canadian Borrowing Base but not in excess of the following events are referred to herein as US Revolving Loan Commitment (in the “Discretionary case of US Revolving Advances”): ) and Canadian Revolving Loan Commitment (iin the case of Canadian Revolving Advances) Lender determines, in its sole discretion, that an Advance is be necessary or desirable for the purpose of paying any Loan Expense, cost, expense, fee preserving or other amount to protecting the Collateral or for incurring any costs associated with collection or enforcing rights or remedies against the benefit of Borrower or chargeable to Borrower under the Loan Documents, (ii) any Event of Default occursCollateral, or (iii) upon request incurred in any action to enforce this Agreement or any other Loan Document. Upon Agent’s making of any Revolving Advances under this subsection, each of the Lenders shall be deemed to have irrevocably, unconditionally and immediately purchased from Agent a participation in such Revolving Advances in an amount equal to such Xxxxxx’s Pro Rata Share of the US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as applicable, multiplied by Borrower for a Commitment Advance that would cause the aggregate total amount of all Commitment such US Revolving Advances made hereunder to exceed the Commitmentor Canadian Revolving Advances, as applicable, outstanding under this subsection. Each Discretionary Advance shall, upon disbursement, automatically constitute principal outstanding hereunder and cause a corresponding increase in the aggregate amount of the Debt (even if Lender shall effect such Discretionary Advance causes the outstanding principal amount of the Note to exceed the Commitment or the face amount of the Note). Borrower agrees that each Discretionary Advance may, in Lender’s discretion, reduce purchase by making available the amount of availability, if any, under the Commitment and may, in such Lender’s discretion, reduce participation in such Revolving Loans in Dollars in immediately available funds to Agent’s Account. In the event any Lender fails to make available to Agent when due the amount of available Interest Reservesuch Xxxxxx’s participation in such Revolving Advances, Agent shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Effective Rate. Each such purchase by a Lender shall be made without recourse to Agent, without representation or warranty of any kind, and shall be effected and evidenced pursuant to documents reasonably acceptable to Agent. The obligations of the Lenders under this subsection shall be absolute, irrevocable and unconditional, shall be made under all circumstances and shall not be affected, reduced or impaired for any reason whatsoever. Replacement of Lenders. If pursuant to any requests for increased cost, if any. The making by the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Discretionary Advance shall not cure or waive Lender, if any Event of Default hereunder (except only for an Event of Default that has been cured to Lender’s satisfaction as confirmed by obligations are suspended or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon 10 days’ notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender’s execution of , if a written agreement specifically acknowledging and describing the Event of Default so curedLender accepts such assignment), and for an Event of Default that has been waived by Lender as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so waived).provided that:

Discretionary Advances. From and after the date of execution of this Sixth Amendment, all Advances shall be on a discretionary basis. In connection therewith, the Lender may, but is hereby authorized from time to time to not obligated to, make Advances without notice to Borrower that Lenderdiscretionary advances, in its sole discretionloans, deems necessary or desirable upon the occurrence of any of the following other financial accommodations (such Advances made upon the occurrence of the following events are referred to herein as the hereinafter, collectively, “Discretionary Advances”): ) to the Borrower under the Revolving Note on a day to day basis. In connection therewith: a. The Lender’s decision to make any Discretionary Advances shall be completely within the discretion of the Lender, and a decision to make one or more Discretionary Advances will not be an indication that any future Discretionary Advances will be made. The Lender expressly reserves the right, without further notice, to cease making Discretionary Advances at any time the Lender deems appropriate. b. Requests for Discretionary Advances shall be made in accordance with the provisions of the Loan Agreement and the other Loan Documents. c. To the extent that the Lender does make Discretionary Advances, all such Discretionary Advances shall: (i) Lender determinesbe made in accordance with, in its sole discretionand subject to, that an Advance is be necessary or desirable for the purpose provisions of paying any the Loan Expense, cost, expense, fee or Agreement and the other amount to or for the benefit of Borrower or chargeable to Borrower under the Loan Documents, (ii) be made, if at all, subject to the Allowed Amount of Advances, (iii) constitute part of the Revolving Loan, and (iv) be secured by all of the Collateral. d. The making of any Discretionary Advances in excess of the Allowed Amount of Advances, or otherwise than in strict conformance with the terms of the Loan Agreement or of the other Loan Documents is for the Borrower’s benefit and does not in any way affect the unconditional obligation of the Borrower to repay such Discretionary Advances and all other amounts due under the Loan Agreement and the other Loan Documents in accordance with the terms thereof. e. It is specifically acknowledged and agreed that the Lender shall have the right, at any time and for any reason, to refuse to make any Discretionary Advances to the Borrower regardless of whether or not (i) the Borrower is in compliance with the terms and conditions of the Loan Agreement and the other Loan Documents, (ii) a default or an (1) By way of example, and for the avoidance of doubt, if the outstanding principal balance of the Term Loan is Fifteen Million and 00/100 Dollars ($15,000,000.00) and the Borrower prepays the Term Loan such that the outstanding principal balance thereof is then Ten Million and 00/100 Dollars ($10,000,000.00), the Borrower acknowledges that it may be required to continue to make payments under a hedge or swap agreement as if the outstanding principal balance of the Term Loan was still Fifteen Million and 00/100 Dollars ($15,000,000.00). Event of Default occurshas occurred, or (iii) upon request by Borrower for a Commitment Advance that would cause the aggregate amount of all Commitment Discretionary Advances made hereunder to will not exceed the Commitment. Each Discretionary Advance shall, upon disbursement, automatically constitute principal outstanding hereunder and cause a corresponding increase in the aggregate amount Allowed Amount of the Debt (even if such Discretionary Advance causes the outstanding principal amount of the Note to exceed the Commitment or the face amount of the Note). Borrower agrees that each Discretionary Advance may, in Lender’s discretion, reduce the amount of availability, if any, under the Commitment and may, in Lender’s discretion, reduce the amount of available Interest Reserve, if any. The making by Lender of any Discretionary Advance shall not cure or waive any Event of Default hereunder (except only for an Event of Default that has been cured to Lender’s satisfaction as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so cured, and for an Event of Default that has been waived by Lender as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so waived)Advances.

Discretionary Advances. Lender is hereby authorized from time to time to make Advances without notice to Borrower that Lender, in its sole discretion, deems necessary or desirable upon the occurrence of any of the following (such Advances made upon the occurrence of the following events are referred to herein as the “Discretionary Advances”): (i) Lender determines, in its sole discretion, that an Advance is be necessary or desirable for the purpose of paying any Loan Expense, cost, expense, fee or other amount to or for the benefit of Borrower or chargeable to Borrower under the Loan Documents, (ii) any Event of Default occurs, or (iii) upon request by Borrower for a Commitment Advance that would cause the aggregate amount of all Commitment Advances made hereunder to exceed the Commitment. In the event Lender makes a Discretionary Advance under item (i) above, Lender shall use reasonable efforts notify Borrower of such Discretionary Advance promptly thereafter. Each Discretionary Advance shall, upon disbursement, automatically constitute principal outstanding hereunder and cause a corresponding increase in the aggregate amount of the Debt (even if such Discretionary Advance causes the outstanding principal amount of the Note to exceed the Commitment or the face amount of the Note). Borrower agrees that each Discretionary Advance may, in Lender’s discretion, reduce the amount of availability, if any, under the Commitment and may, in Lender’s discretion, reduce the amount of available Interest Reserve, if any. The making by Lender of any Discretionary Advance shall not cure or waive any Event of Default hereunder (except only for an Event of Default that has been cured to Lender’s satisfaction as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so cured, and for an Event of Default that has been waived by Lender as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so waived).. Loan Agreement Prosper 236, Collin County, Texas 9

Discretionary Advances. Lender is hereby authorized from time to time to make Advances without notice to Borrower that Lender, in its sole discretion, deems necessary or desirable upon the occurrence of any of the following (such Advances made upon the occurrence of the following events are referred to herein as the “Discretionary Advances”): (i) Lender determines, in its sole discretion, that an Advance is be necessary or desirable for the purpose of paying any Loan Expense, cost, expense, fee or other amount to or for the benefit of Borrower or chargeable to Borrower under the Loan Documents, (ii) any Event of Default occurs, or (iii) upon request by Borrower for a Commitment Advance that would cause the aggregate amount of all Commitment Advances made hereunder to exceed the Commitment. Each Discretionary Advance shall, upon disbursement, automatically constitute principal outstanding hereunder and cause a corresponding increase in the aggregate amount of the Debt (even if such Discretionary Advance causes the outstanding principal amount of the Note to exceed the Commitment or the face amount of the Note). Borrower agrees that each Discretionary Advance may, in Lender’s discretion, reduce the amount of availability, if any, under the Commitment and may, in Lender’s discretion, reduce the amount of available Interest Reserve, if any. The making by Lender of any Discretionary Advance shall not cure or waive any Event of Default hereunder (except only for an Event of Default that has been cured to Lender’s satisfaction as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so cured, and for an Event of Default that has been waived by Lender as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so waived).. Loan Agreement – Fxxxxx Xxxxx 0X, Xxxxxx Xxxxxx, Texas 12

Discretionary Advances. Lender is hereby authorized from time to time to make Advances without notice to Borrower that Lender, in its sole discretion, deems necessary or desirable upon the occurrence of any of the following (such Advances made upon the occurrence of the following events are referred to herein as the “Discretionary Advances”): (i) Lender determines, in its sole discretion, that an Advance is be necessary or desirable for the purpose of paying any Loan Expense, cost, expense, fee or other amount to or for the benefit of Borrower or chargeable to Borrower under the Loan Documents, (ii) any Event of Default occurs, or (iii) upon request by Borrower for a Commitment Advance that would cause the aggregate amount of all Commitment Advances made hereunder to exceed the Commitment. Each Discretionary Advance shall, upon disbursement, automatically constitute principal outstanding hereunder and cause a corresponding increase in the aggregate amount of the Debt (even if such Discretionary Advance causes the outstanding principal amount of the Note to exceed the Commitment or the face amount of the Note). Borrower agrees that each Discretionary Advance may, in Lender’s discretion, shall automatically reduce the amount of availability, if any, under the Commitment and may, in Lender’s discretion, reduce the amount of available Interest Reserve, if anyCommitment. The making by Lender of any Discretionary Advance shall not cure or waive any Event of Default hereunder (except only for an Event of Default that has been cured to Lender’s satisfaction as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so cured, and for an Event of Default that has been waived by Lender as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so waived).

Discretionary Advances. Notwithstanding the Commitment Limit, the Lender is hereby authorized from time to time shall have the right, but shall not be obligated, to make Advances requested by either Borrower, which when added to all Aggregate Advances as of the date of any request are in excess of the Commitment Limit, in such amounts as such Borrower may request prior to the Termination Date up to the maximum amount hereinafter stated and each Borrower may borrow, pay, prepay, in whole or in part, and reborrow in respect thereof; provided, however, the aggregate principal amount of all such discretionary Advances shall not exceed at any one time outstanding the sum of $1,900,000.00 ("Discretionary Advances"). Any request for an Advance hereunder by either Borrower, which when added to all Aggregate Advances as of the date of such request is in excess of the Line of Credit Commitment, shall be deemed to be a request for a Discretionary Advance. Each request for a Discretionary Advance made by either Borrower may be approved or denied, with or without notice to Borrower that Lendercause, by the Lender in its sole and absolute discretion, deems necessary or desirable upon the occurrence . Lender's approval of any of the following (such Advances made upon the occurrence of the following events are referred to herein as the “Discretionary Advances”): (i) Lender determines, in its sole discretion, that an Advance is be necessary or desirable for the purpose of paying any Loan Expense, cost, expense, fee or other amount to or for the benefit of Borrower or chargeable to Borrower under the Loan Documents, (ii) any Event of Default occurs, or (iii) upon request by Borrower for a Commitment Discretionary Advance that would cause shall not be deemed to be a waiver of its right to deny any subsequent request for a Discretionary Advance, with or without cause, regardless of whether or not the aggregate amount same circumstances and factors which existed at the time of all Commitment Advances made hereunder to exceed Lender's approval of any previous request exist at the Commitmenttime of any subsequent request. Each Discretionary Advance shalland all Mortgage Loans pledged in connection therewith shall be subject to all terms, upon disbursementconditions, automatically constitute principal outstanding representations, warranties, covenants, and agreements contained in this Agreement applicable to any Advance hereunder and cause a corresponding increase any Mortgage Loan pledged to secure the Obligations. Discretionary Advances, and interest thereon, shall be evidenced by the Note and shall be due and payable in accordance with the Loan Documents. Discretionary Advances shall be secured by the Security Instruments and any and all Collateral heretofore, now or hereafter given by the Borrowers to secure any of the Obligations." (c) The Revolving Credit Note ("Credit Note") dated April 2, 1998, in the aggregate amount original principal sum of $20,900,000.00 executed by Borrowers payable to the order of Lender is given in renewal and extension of the Debt (even if such Discretionary Advance causes Revolving Credit Note dated January 8, 1998, in the outstanding original principal amount sum of $16,500,000.00 executed by Borrowers payable to the order of Lender and not in novation or discharge thereof. The definition of the term "Note" in the Credit Agreement is hereby amended to mean the Credit Note to exceed the Commitment or the face amount of the Note). Borrower agrees that each Discretionary Advance mayand all renewals, in Lender’s discretionextensions, reduce the amount of availabilitymodifications, if anyincreases, under the Commitment and may, in Lender’s discretion, reduce the amount of available Interest Reserve, if any. The making by Lender of any Discretionary Advance shall not cure or waive any Event of Default hereunder (except only for an Event of Default that has been cured to Lender’s satisfaction as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so curedrearrangements, and for an Event of Default that has been waived by Lender as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so waived)replacements thereof.