Common use of Eligible Property Additions and Deletions to the Borrowing Base Clause in Contracts

Eligible Property Additions and Deletions to the Borrowing Base. As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct in all material respects. Upon not less than 10 Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can designate that a Property be added (subject to the other requirements for a Property qualifying as an Eligible Property) or deleted as an Eligible Property included in calculating the Borrowing Base. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the addition or deletion of the designated Property as an Eligible Property, and with respect to a deletion, Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement and such deletion shall not (A) cause the Eligible Properties to violate the Borrowing Base Requirements, (B) cause a Default, or (C) cause or result in the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereof. Each addition shall be an Eligible Property in a minimum amount equal to $500,000 Borrowing Base Value or $500,000 Debt Service Coverage Amount, or shall be comprised of more than one qualifying Eligible Properties that in the aggregate have a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage Amount, and all such additions shall be subject to reasonable approval by the Administrative Agent. If no Default exists at the time of any deletion of a Property from qualifying as an Eligible Property included in calculating the Borrowing Base, any Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.

Eligible Property Additions and Deletions to the Borrowing Base. As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct in all material respectscorrect. Upon not less than 10 Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can designate that a Property be added (subject to the other requirements for a Property qualifying as an Eligible Property) or deleted as an Eligible Property included in calculating the Borrowing BaseProperty. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the addition or deletion of the designated Property as an Eligible Property, and (x) with respect to an addition, the Borrowing Base Certificate required above and (y) with respect to a deletion, Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement and such deletion shall not (A) cause the Eligible Properties in the aggregate to violate the Borrowing Base Requirements, (B) cause a Default, or (C) cause or result in the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereof. Each addition shall , (D) cause there to be an less than twenty (20) Eligible Property in a minimum amount equal to $500,000 Properties or (E) cause the Aggregate Borrowing Base Value or to be less than $500,000 Debt Service Coverage Amount, or shall be comprised of more than one qualifying Eligible Properties that in the aggregate have a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage Amount, and all 150,000,000. All such additions shall be subject to reasonable approval by the Administrative Agent, such approval to be given or withheld within 10 Business Days of request thereof. If The Administrative Agent shall provide the Lenders with notice promptly after the addition or deletion of an Eligible Property from the Borrowing Base. Notwithstanding anything contained in this Agreement to the contrary, the Required Lenders in their reasonable discretion may (a) at the Borrower’s request, add a Property as an Eligible Property despite the failure of such Property to otherwise qualify as an Eligible Property and (b) upon ten (10) Business Days’ prior written notice to the Borrower, designate that a Property is no longer an Eligible Property upon their determination that such Property ceases to meet the criteria set forth in the definition of Eligible Property, such notice describing in detail the reason such property is no longer considered an Eligible Property; provided however, that if during such ten (10) Business Day Period the Borrower can satisfy those requirements deemed unsatisfied by the Required Lenders, such Property shall remain an Eligible Property. Furthermore, if no Default exists at the time of any deletion of a Property from qualifying as an Eligible Property included in calculating the Borrowing BaseProperty, any Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.

Eligible Property Additions and Deletions to the Borrowing Base. As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct in all material respectscorrect. Upon not less than 10 Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can designate that a Property be added (subject to the other requirements for a Property qualifying as an Eligible Property) or deleted as an Eligible Property included in calculating the Borrowing BaseProperty. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the addition or deletion of the designated Property as an Eligible Property, and (x) with respect to an addition, the Borrowing Base Certificate required above and (y) with respect to a deletion, Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement and such deletion shall not (A) cause the Eligible Properties in the aggregate to violate the Borrowing Base Requirements, (B) cause a Default, or (C) cause or result in the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereof, (D) cause there to be less than twenty (20) Eligible Properties or (E) cause the Aggregate Borrowing Base Value to be less than $150,000,000. Each addition shall be All such If (a) Borrower at any time owns less than 50% of the beneficial ownership interest of PROP, PROP at any time owns less than 100% of the beneficial ownership interest of any PROP Subsidiary which owns an Eligible Property in a minimum amount equal to $500,000 or the second anniversary of the Second Amendment Closing Date occurs and (b) the Borrowing Base Value or $500,000 Debt Service Coverage Amountof any Eligible Property owned by a PROP Subsidiary was included in the most recent calculation of the Borrowing Base, or then each Eligible Property owned by a PROP Subsidiary shall be comprised of more than one qualifying Eligible Properties that immediately deleted from the Borrowing Base notwithstanding the requirements for deletion in the aggregate have immediately preceding sentence, and the Borrower shall promptly deliver to the Administrative Agent a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage Amount, and all Certificate calculating the Borrowing Base after giving effect to such deletion. All additions shall be subject to reasonable approval by the Administrative Agent, such approval to be given or withheld within 10 Business Days of request thereof. If The Administrative Agent shall provide the Lenders with notice promptly after the addition or deletion of an Eligible Property from the Borrowing Base. Notwithstanding anything contained in this Agreement to the contrary, the Required Lenders in their reasonable discretion may (a) at the Borrower’s request, add a Property as an Eligible Property despite the failure of such Property to otherwise qualify as an Eligible Property and (b) upon ten (10) Business Days’ prior written notice to the Borrower, designate that a Property is no longer an Eligible Property upon their determination that such Property ceases to meet the criteria set forth in the definition of Eligible Property, such notice describing in detail the reason such property is no longer considered an Eligible Property; provided however, that if during such ten (10) Business Day Period the Borrower can satisfy those requirements deemed unsatisfied by the Required Lenders, such Property shall remain an Eligible Property. Furthermore, if no Default exists at the time of any deletion of a Property from qualifying as an Eligible Property included in calculating the Borrowing BaseProperty, any Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Affiliate Guaranty.

Eligible Property Additions and Deletions to the Borrowing Base. As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct in all material respectscorrect. Upon not less than 10 Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can designate that a Property be added (subject to the other requirements for a Property qualifying as an Eligible Property) or deleted as an Eligible Property included in calculating the Borrowing BaseProperty. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the addition or deletion of the designated Property as an Eligible Property, and (x) with respect to an addition, the certificate required above and (y) with respect to a deletion, Borrower’s 's certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement and such deletion shall not (A) cause the Eligible Properties in the aggregate to violate the Borrowing Base Requirements, (B) cause a Default, or (C) cause or result in the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereof. Each addition shall be an Eligible Property in a minimum amount equal to $500,000 Borrowing Base Value or $500,000 Debt Service Coverage Amount, or shall be comprised of more than one qualifying Eligible Properties that in the aggregate have a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage Amount, and all such additions shall be subject to reasonable approval by the Administrative AgentRequired Lenders. If Notwithstanding anything contained in this Agreement to the contrary, the Required Lenders in their reasonable discretion may (a) at the Borrower's request, add a Property as an Eligible Property despite the failure of such Property to otherwise qualify as an Eligible Property and (b) upon ten (10) Business Days' prior written notice to the Borrower, designate that a Property is no longer an Eligible Property upon their determination that such Property ceases to meet the criteria set forth in the definition of Eligible Property, such notice describing in detail the reason such property is no longer considered an Eligible Property, provided however, that if during such ten (10) Business Day Period the Borrower can satisfy those requirements deemed unsatisfied by the Required Lenders, such Property shall remain an Eligible Property. Furthermore, if no Default exists at the time of any deletion of a Property from qualifying as an Eligible Property included in calculating the Borrowing BaseProperty, any Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.

Eligible Property Additions and Deletions to the Borrowing Base. As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct in all material respectscorrect. Upon not less than 10 Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can designate that a Property be added (subject to the other requirements for a Property qualifying as an Eligible Property) or deleted as an Eligible Property included in calculating the Borrowing BaseProperty. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the addition or deletion of the designated Property as an Eligible Property, and (x) with respect to an addition, the certificate required above and (y) with respect to a deletion, Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement and such deletion shall not (A) cause the Eligible Properties in the aggregate to violate the Borrowing Base Requirements, (B) cause a Default, or (C) cause or result in the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereof. Each addition shall be an Eligible Property in a minimum amount equal to $500,000 Borrowing Base Value or $500,000 Debt Service Coverage Amount, or shall be comprised of more than one qualifying Eligible Properties that in the aggregate have a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage Amount, and all such additions shall be subject to reasonable approval by the Administrative AgentRequired Lenders, such approval to be given or withheld within 10 Business Days of request thereof. If In the event any Lender does not respond to such request within such 10 Business Day period, such Lender shall be deemed to have approved such addition. Notwithstanding anything contained in this Agreement to the contrary, the Required Lenders in their reasonable discretion may (a) at the Borrower’s request, add a Property as an Eligible Property despite the failure of such Property to otherwise qualify as an Eligible Property and (b) upon ten (10) Business Days’ prior written notice to the Borrower, designate that a Property is no longer an Eligible Property upon their determination that such Property ceases to meet the criteria set forth in the definition of Eligible Property, such notice describing in detail the reason such property is no longer considered an Eligible Property; provided however, that if during such ten (10) Business Day Period the Borrower can satisfy those requirements deemed unsatisfied by the Required Lenders, such Property shall remain an Eligible Property. Furthermore, if no Default exists at the time of any deletion of a Property from qualifying as an Eligible Property included in calculating the Borrowing BaseProperty, any Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.

Eligible Property Additions and Deletions to the Borrowing Base. As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Borrowing Base Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct correct. In the event that any Borrowing Base Property shall at any time cease to constitute an Eligible Property, (i) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in all material respectswriting of the same and (ii) such Real Property shall automatically cease to constitute a Borrowing Base Property from the date that the same ceased to constitute an Eligible Property (and the Property NOI of such Real Property shall therefore be excluded from the calculation of Borrowing Base NOI) until such time as the same again qualifies as an Eligible Property and is added by the Borrower as a Borrowing Base Property in accordance with the next succeeding paragraph. Similarly, in the event that, at any time, the Borrowing Base Requirements shall be violated, (A) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same, which written notice shall include a designation by the Borrower of the Real Property or Real Properties to be deleted as Borrowing Base Properties in order to restore compliance with the Borrowing Base Requirements, and (B) each such Real Property shall automatically cease to constitute a Borrowing Base Property from the date of such written notice (and the Property NOI of such Real Property shall therefore be excluded from the calculation of Borrowing Base NOI) until such time as the same is added by the Borrower as a Borrowing Base Property in accordance with the next succeeding paragraph (provided that the addition of the same at such time does not result in a violation of the Borrowing Base Requirements). Upon not less than 10 ten (10) Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can may, from time to time, designate that a Real Property be added (subject to the other requirements for a Real Property qualifying as an Eligible Property) or deleted as an Eligible Property included in calculating the a Borrowing BaseBase Property. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the addition or deletion of the designated Real Property as an Eligible a Borrowing Base Property, and with respect to a deletion, Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement is then continuing (including after taking into account the deletion of such Borrowing Base Property) and that such deletion shall not (A) cause the Eligible other Borrowing Base Properties to violate the Borrowing Base Requirements, (B) cause . No addition of a Default, or (C) cause or result in the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereof. Each addition Real Property as a Borrowing Base Property shall be an Eligible Property in a minimum amount equal permitted unless it adds not less than $2,000,000 to $500,000 the then-existing Borrowing Base Value or $500,000 Debt Service Coverage Amount, or shall be comprised of more than one qualifying Eligible Properties that in the aggregate have a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage AmountValue, and all such additions shall be subject to reasonable approval by the Administrative Agent. If no Default exists Notwithstanding anything contained in this Agreement to the contrary, the Administrative Agent with the consent of the Required Lenders in their discretion may, at the time of any deletion of Borrower’s request, allow a Real Property from qualifying to qualify as an Eligible Property included in calculating despite the failure of such Real Property to otherwise qualify as an Eligible Property. Upon the deletion of a Real Property as a Borrowing BaseBase Property (whether automatically or as a result of an election by the Borrower, any Material Subsidiary as described above), the Guarantor which owned such Real Property, but that does not otherwise own any other Eligible Borrowing Base Property, shall shall, upon the Borrower’s written request, be released from its obligations under this Agreement or, if applicable, its Guarantyseparate Guaranty pursuant to documentation reasonably acceptable to the Borrower and the Administrative Agent.

Eligible Property Additions and Deletions to the Borrowing Base. As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Properties qualify Property qualifies as an Eligible Properties Property and that the information provided on Schedule 1.1 is true and correct in all material respectscorrect. Upon not less than 10 Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can designate that a Property be added (subject to the other requirements for a Property qualifying as an Eligible Property) or deleted as an Eligible Property included in calculating the Borrowing BaseProperty. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the addition or deletion of the designated Property as an Eligible Property, and with respect to an addition, all Required Diligence with respect to such Property (other than items such as the Mortgage and the Lender’s title insurance policy, which can only be completed or executed when such Property is added to the Borrowing Base) and with respect to a deletion, Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement and such deletion shall not (A) cause the Eligible Properties to violate the Borrowing Base Requirements, (B) cause a Default, or (C) cause or result in the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereof. Each addition shall be an Eligible Property in a minimum amount equal to $500,000 8,000,000 Borrowing Base Value or $500,000 Debt Service Coverage Amount, or shall be comprised of more than one qualifying Eligible Properties that in the aggregate have a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage AmountValue, and all such additions shall be subject to reasonable approval by the Administrative Agent. Once the Administrative Agent notifies Borrower that any Property has been approved to become an Eligible Property, then, as a condition precedent to such Property actually becoming an Eligible Property, Borrower shall (i) cause the applicable Subsidiary owning such Property to execute and deliver an Additional Guarantor Supplement, if such Subsidiary has not already executed an Additional Guarantor Supplement, (ii) cause the remaining items of Required Diligence, including the related Mortgage, to be delivered, executed and recorded, and (iii) execute and deliver to the Administrative Agent on behalf of the Lenders a written confirmation that, as of the date such additional Eligible Property is included in the Borrowing Base, all of the representations and warranties contained in this Agreement are true and correct in all material respects with respect to such Eligible Property as if it were an initial Eligible Property. Notwithstanding anything contained in this Agreement to the contrary, the Administrative Agent with the consent of the Required Lenders in their discretion may, at the Borrower’s request, allow a Property to qualify as an Eligible Property despite the failure of such Property to otherwise qualify as an Eligible Property. If no Default exists at the time of any deletion of a Property from qualifying as an Eligible Property included in calculating the Borrowing BaseProperty, any Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty, and the Mortgage encumbering such Eligible Property and the Security Agreement re: Operating Account for the applicable Eligible Property Operating Account shall be released.

Eligible Property Additions and Deletions to the Borrowing Base. As of the Closing First Amendment Effective Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Borrowing Base Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct correct. In the event that any Borrowing Base Property shall at any time cease to constitute an Eligible Property (including, for the sake of clarity, due to any division or plan of division (whether under Delaware law or any comparable event under a different jurisdiction’s laws) of the Subsidiary that owned such Borrowing Base Property which results in all material respectsthe owner of such Borrowing Base Property not being a Guarantor), (i) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same and (ii) such Real Property shall automatically cease to constitute a Borrowing Base Property from the date that the same ceased to constitute an Eligible Property (and the Property NOI of such Real Property shall therefore be excluded from the calculation of Borrowing Base NOI) until such time as the same again qualifies as an Eligible Property and is added by the Borrower as a Borrowing Base Property in accordance with the next succeeding paragraph. Similarly, in the event that, at any time, the Borrowing Base Requirements shall be violated, (A) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same, which written notice shall include a designation by the Borrower of the Real Property or Real Properties to be deleted as Borrowing Base Properties in order to restore compliance with the Borrowing Base Requirements, and (B) each such Real Property shall automatically cease to constitute a Borrowing Base Property from the date of such written notice (and the Property NOI of such Real Property shall therefore be excluded from the calculation of Borrowing Base NOI) until such time as the same is added by the Borrower as a Borrowing Base Property in accordance with the next succeeding paragraph (provided that the addition of the same at such time does not result in a violation of the Borrowing Base Requirements). Upon not less than 10 ten (10) Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can may, from time to time, designate that a Real Property be added (subject to the other requirements for a Real Property qualifying as an Eligible Property) or deleted as an Eligible Property included in calculating the a Borrowing BaseBase Property. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the addition or deletion of the designated Real Property as an Eligible a Borrowing Base Property, and with respect to a deletiondeletion (including, for the sake of clarity, a deletion resulting from any division or plan of division (whether under Delaware law or any comparable event under a different jurisdiction’s laws) of the Subsidiary that owned such Real Property), Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement is then continuing (including after taking into account the deletion of such Borrowing Base Property) and that such deletion shall not (A) cause the Eligible other Borrowing Base Properties to violate the Borrowing Base Requirements, (B) cause . No addition of a Default, or (C) cause or result in the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereof. Each addition Real Property as a Borrowing Base Property shall be an Eligible Property in a minimum amount equal permitted unless it adds not less than $2,000,000 to $500,000 the then-existing Borrowing Base Value or $500,000 Debt Service Coverage Amount, or shall be comprised of more than one qualifying Eligible Properties that in the aggregate have a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage AmountValue, and all such additions shall be subject to reasonable approval by the Administrative Agent. If no Default exists Notwithstanding anything contained in this Agreement to the contrary, the Administrative Agent with the consent of the Required Lenders in their discretion may, at the time of any deletion of Borrower’s request, allow a Real Property from qualifying to qualify as an Eligible Property included in calculating despite the failure of such Real Property to otherwise qualify as an Eligible Property. Upon the deletion of a Real Property as a Borrowing BaseBase Property (whether automatically or as a result of an election by the Borrower, any Material Subsidiary as described above), the Guarantor which owned such Real Property, but that does not otherwise own any other Eligible Borrowing Base Property, shall shall, upon the Borrower’s written request, be released from its obligations under this Agreement or, if applicable, its Guarantyseparate Guaranty pursuant to documentation reasonably acceptable to the Borrower and the Administrative Agent.

Eligible Property Additions and Deletions to the Borrowing Base. As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct in all material respects. Upon not less than 10 Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can designate that a Property be added (subject to the other requirements for a Property qualifying as an Eligible Property) or deleted as an Eligible Property included in calculating the Borrowing Base and the Adjusted Borrowing Base, as applicable. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base and the Adjusted Borrowing Base, as applicable, as of the addition or deletion of the designated Property as an Eligible Property, and with respect to a deletion, Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement and such deletion shall not (A) cause the Eligible Properties to violate the Borrowing Base Requirements, (B) cause a Default, or (C) cause or result in the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereof. Each addition shall be an Eligible Property in a minimum amount equal to $500,000 Borrowing Base Value or $500,000 Debt Service Coverage Amount, or shall be comprised of more ​ ​ than one qualifying Eligible Properties that in the aggregate have a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage Amount, and all such additions shall be subject to reasonable approval by the Administrative Agent. Borrower shall provide Administrative Agent with copies of all documentation related to the inclusion of an Eligible Property or a Subsidiary Guarantor which it provides to lenders under the Existing Credit Agreement simultaneously therewith. If no Default exists at the time of any deletion of a Property from qualifying as an Eligible Property included in calculating the Borrowing Base and the Adjusted Borrowing Base, as applicable, any Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.

Eligible Property Additions and Deletions to the Borrowing Base. As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent ​ ​ that the Initial Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct in all material respects. Upon not less than 10 Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can designate that a Property be added (subject to the other requirements for a Property qualifying as an Eligible Property) or deleted as an Eligible Property included in calculating the Borrowing Base. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the addition or deletion of the designated Property as an Eligible Property, and with respect to a deletion, Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement and such deletion shall not (A) cause the Eligible Properties to violate the Borrowing Base Requirements, (B) cause a Default, or (C) cause or result in the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereof. Each addition shall be an Eligible Property in a minimum amount equal to $500,000 Borrowing Base Value or $500,000 Debt Service Coverage Amount, or shall be comprised of more than one qualifying Eligible Properties that in the aggregate have a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage Amount, and all such additions shall be subject to reasonable approval by the Administrative Agent. If no Default exists at the time of any deletion of a Property from qualifying as an Eligible Property included in calculating the Borrowing Base, any Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.

Eligible Property Additions and Deletions to the Borrowing Base. As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct in all material respects. Upon not less than 10 Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can designate that a Property be added (subject to the other requirements for a Property qualifying as an Eligible Property) or deleted as an Eligible Property included in calculating the Borrowing Base. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the addition or deletion of the designated Property as an Eligible Property, and with respect to a deletion, Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement and such deletion shall not (A) cause the Eligible Properties to violate the Borrowing Base Requirements, (B) cause a Default, or (C) cause or result in the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereof. Each addition with respect to Eligible Properties shall be an Eligible Property in a minimum amount equal to $500,000 Borrowing Base Value or $500,000 Debt Service Coverage Amount, or shall be comprised of more than one qualifying Eligible Properties that in the aggregate have a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage Amount, and all such additions shall be subject to reasonable approval by the Administrative Agent. If no Default exists at the time of any deletion of a Property from qualifying as an Eligible Property included in calculating the Borrowing Base, any Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.. Each acquisition of an Eligible Property utilizing 1031 Borrowing Base Cash previously included in the calculation of the Borrowing Base shall be subject to prior approval by Administrative Agent (which shall not be unreasonably withheld, conditioned or delayed). If such acquisition is approved by Administrative Agent, within ten (10) Business Days after such acquisition, Borrower shall add such Eligible Property as an Eligible Property included in calculating the Borrowing Base in accordance with this Section 7.3 1.6. Clause (f) of Section 8.8 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Eligible Property Additions and Deletions to the Borrowing Base. As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct in all material respects. Upon not less than 10 Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can designate that a Property be added (subject to the other requirements for a Property qualifying as an Eligible Property) or deleted as an Eligible Property included in calculating the Borrowing Base and the Adjusted Borrowing Base, as applicable. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base and the Adjusted Borrowing Base, as applicable, as of the addition or deletion of the designated Property as an Eligible Property, and with respect to a deletion, Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement and such deletion shall not (A) cause the Eligible Properties to violate the Borrowing Base Requirements, (B) cause a Default, or (C) cause or result in the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereof. Each addition shall be an Eligible Property in a minimum amount equal to $500,000 Borrowing Base Value or $500,000 Debt Service Coverage Amount, or shall be comprised of more than one qualifying Eligible Properties that in the aggregate have a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage Amount, and all such additions shall be subject to reasonable approval by the Administrative Agent. Borrower shall provide Administrative Agent with copies of all documentation related to the inclusion of an Eligible Property or a Subsidiary Guarantor which it provides to lenders under the Existing Credit Agreement simultaneously therewith. If no Default exists at the time of any deletion of a Property from qualifying as an Eligible Property included in calculating the Borrowing Base and the Adjusted Borrowing Base, as applicable, any Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.

Eligible Property Additions and Deletions to the Borrowing Base. (a) As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Borrowing Base Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct in all material respects. correct. (b) Upon not less than 10 five (5) Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can designate may, from time to time, request that each Lender provide the Administrative Agent with notice if such Lender reasonably believes that it will not consent to the addition of a Real Property as a Borrowing Base Property based on such Lender’s preliminary due diligence and approval processes, and Administrative Agent will notify the Borrower within such 5 Business Day period if it has received such notice from Required Lenders. The addition of any Borrowing Base Property shall remain subject to the requirements of clause (c) below and the absence of notice from any Lender under this clause (b) shall not be a binding indication that such Lender will provide consent to the addition of such Borrowing Base Property under clause (c) below. (c) Upon not less than ten (10) Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower may, from time to time, request that a Real Property be added (subject to the other requirements for a Real Property qualifying as an Eligible Property) as a Borrowing Base Property, and such Real Property shall be added as a Borrowing Base Property (i) at any time there are fewer than eight (8) Borrowing Base Properties, with the consent of the Required Lenders in their sole discretion; and (ii) at any time there are eight (8) or deleted more Borrowing Base Properties, upon satisfaction of the following conditions (collectively, the “Eligibility Conditions”): (1) the Administrative Agent shall have received a current rent roll and operating statement with respect to such Real Property; (2) the Administrative Agent shall have received an “as-is” Appraisal with respect to such Real Property reasonably acceptable to the Administrative Agent; (3) the Administrative Agent shall have received a certificate evidencing compliance with the Borrowing Base Requirements on a pro forma basis; (4) the Administrative Agent shall have received a certificate from the Borrower reasonably acceptable to the Administrative Agent that such Real Property is free of all material structural defects or major architectural deficiencies, material title defects, material environmental conditions or other adverse matters which, individually or collectively, would reasonably be expected to materially impair the value of such Real Property; (5) if the Subsidiary owning such Real Property is not a Guarantor (each, a “New Guarantor”) the Administrative Agent shall have received a duly executed Additional Guarantor Supplement from such New Guarantor, together with any other Collateral Documents required by the Administrative Agent including the following: (A) the Administrative Agent shall have received copies of such New Guarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (B) the Administrative Agent shall have received copies of resolutions of such New Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby, together with specimen signatures of the persons authorized to execute such documents on such New Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative; (C) the Administrative Agent shall have received copies of the certificates of good standing for such New Guarantor from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which a Borrowing Base Property is located; (D) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for such New Guarantor; (6) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against any such New Guarantor and such Real Property evidencing the absence of Liens, except for Permitted Liens or as otherwise permitted by Section 8.7 hereof; and (7) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request (including, but not limited to, copies of ARGUS runs (or similar reports), leases, title insurance policies and/or searches, surveys and environmental assessments). (d) In the event that any Borrowing Base Property shall at any time cease to constitute an Eligible Property, (i) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same and (ii) such Real Property shall automatically cease to constitute a Borrowing Base Property from the date that the same ceased to constitute an Eligible Property until such time as the same again qualifies as an Eligible Property included and is added by the Borrower as a Borrowing Base Property in calculating accordance with the preceding paragraph. Similarly, in the event that, at any time, the Borrowing BaseBase Requirements shall be violated, (A) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same, which written notice shall include a designation by the Borrower of any Real Property or Real Properties to be deleted as Borrowing Base Properties in order to restore compliance with the Borrowing Base Requirements, and (B) each such Real Property shall automatically cease to constitute a Borrowing Base Property from the date of such written notice until such time as the same is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph (provided that the addition of the same at such time does not result in a violation of the Borrowing Base Requirements). (e) Upon not less than (x) seven (7) Business Days prior written notice from the Borrower to the Administrative Agent if there are four (4) or fewer Borrowing Base Properties, or (y) three (3) Business Days prior written notice from Borrower to the Administrative Agent if there are more than four (4) Borrowing Base Properties, the Borrower may, from time to time, designate that a Real Property be deleted as a Borrowing Base Property; provided, however, that the Borrower shall not be permitted to designate that a Real Property be deleted as a Borrowing Base Property without the consent of the Required Lenders in their sole discretion if (i) such deletion would result in fewer than four (4) Borrowing Base Properties, or (ii) such deletion would reduce the Borrowing Base Value below $100,000,000. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the addition or deletion of the designated Real Property as an Eligible a Borrowing Base Property, and with respect to a deletion, Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement is then continuing (including after taking into account the deletion of such Borrowing Base Property) and that such deletion shall not (A) cause the Eligible other Borrowing Base Properties to violate the Borrowing Base Requirements, (B) cause a Default, or (C) cause or result in . Upon the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereof. Each addition shall be an Eligible Property in a minimum amount equal to $500,000 Borrowing Base Value or $500,000 Debt Service Coverage Amount, or shall be comprised of more than one qualifying Eligible Properties that in the aggregate have a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage Amount, and all such additions shall be subject to reasonable approval by the Administrative Agent. If no Default exists at the time of any deletion of a Real Property from qualifying as a Borrowing Base Property (whether automatically or as a result of an Eligible Property included in calculating election by the Borrowing BaseBorrower, any Material Subsidiary as described above), the Guarantor which owned such Real Property, but that does not otherwise own any other Eligible Borrowing Base Property, shall shall, upon the Borrower’s written request, be released from its obligations under this Agreement or, if applicable, its Guarantyseparate Guaranty and any other Loan Documents pursuant to lien releases and other documentation reasonably acceptable to the Borrower and the Administrative Agent.

Eligible Property Additions and Deletions to the Borrowing Base. As of the Closing Datedate of this Agreement, the Borrower represents and warrants to the Required Lenders and the Administrative Agent that the Initial Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct in all material respectscorrect. Upon not less than 10 Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can designate that a Property be added (subject to the other requirements for a Property qualifying as an Eligible Property) or deleted as an Eligible Property included in calculating the Borrowing BaseProperty. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the addition or deletion of the designated Property as an Eligible Property, and (x) with respect to an addition, the certificate required above and (y) with respect to a deletion, Borrower’s 's certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement and such deletion shall not (A) cause the Eligible Properties in the aggregate to violate the Borrowing Base Requirements, (B) cause a Default, or (C) cause or result in the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereofherein. Each addition shall be an Eligible Property in a minimum amount equal to $500,000 5,000,000 Borrowing Base Value or $500,000 Debt Service Coverage Amount, or shall be comprised of more than one qualifying Eligible Properties that in the aggregate have a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage Amount, and all such additions shall be subject to reasonable approval by the Administrative AgentRequired Lenders. If Notwithstanding anything contained in this Agreement to the contrary, the Required Lenders in their reasonable discretion may (a) at the Borrower's request, add a Property as an Eligible Property despite the failure of such Property to otherwise qualify as an Eligible Property and (b) upon five (5) Business Days' prior written notice to the Borrower, designate that a Property is no longer an Eligible Property upon their determination that such Property ceases to meet the criteria set forth in the definition of Eligible Property, provided however, that if during such five (5) Business Day Period the Borrower can satisfy those requirements deemed unsatisfied by the Required Lenders, such Property shall remain an Eligible Property. Furthermore, if no Default exists at the time of any deletion of a Property from qualifying as an Eligible Property included in calculating the Borrowing BaseProperty, any Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.

Eligible Property Additions and Deletions to the Borrowing Base. As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Borrowing Base Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct correct. In the event that any Borrowing Base Property shall at any time cease to constitute an Eligible Property (including, for the sake of clarity, due to any division or plan of division (whether under Delaware law or any comparable event under a different jurisdiction’s laws) of the Subsidiary that owned such Borrowing Base Property which results in all material respectsthe owner of such Borrowing Base Property not being a Guarantor), (i) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same and (ii) such Real Property shall automatically cease to constitute a Borrowing Base Property from the date that the same ceased to constitute an Eligible Property (and the Property NOI of such Real Property shall therefore be excluded from the calculation of Borrowing Base NOI) until such time as the same again qualifies as an Eligible Property and is added by the Borrower as a Borrowing Base Property in accordance with the next succeeding paragraph. Similarly, in the event that, at any time, the Borrowing Base Requirements shall be violated, (A) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same, which written notice shall include a designation by the Borrower of the Real Property or Real Properties to be deleted as Borrowing Base Properties in order to restore compliance with the Borrowing Base Requirements, and (B) each such Real Property shall automatically cease to constitute a Borrowing Base Property from the date of such written notice (and the Property NOI of such Real Property shall therefore be excluded from the calculation of Borrowing Base NOI) until such time as the same is added by the Borrower as a Borrowing Base Property in accordance with the next succeeding paragraph (provided that the addition of the same at such time does not result in a violation of the Borrowing Base Requirements). Upon not less than 10 ten (10) Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can may, from time to time, designate that a Real Property be added (subject to the other requirements for a Real Property qualifying as an Eligible Property) or deleted as an Eligible Property included in calculating the a Borrowing BaseBase Property. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the addition or deletion of the designated Real Property as an Eligible a Borrowing Base Property, and with respect to a deletiondeletion (including, for the sake of clarity, a deletion resulting from any division or plan of division (whether under Delaware law or any comparable event under a different jurisdiction’s laws) of the Subsidiary that owned such Real Property), Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement is then continuing (including after taking into account the deletion of such Borrowing Base Property) and that such deletion shall not (A) cause the Eligible other Borrowing Base Properties to violate the Borrowing Base Requirements, (B) cause . No addition of a Default, or (C) cause or result in the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereof. Each addition Real Property as a Borrowing Base Property shall be an Eligible Property in a minimum amount equal permitted unless it adds not less than $2,000,000 to $500,000 the then-existing Borrowing Base Value or $500,000 Debt Service Coverage Amount, or shall be comprised of more than one qualifying Eligible Properties that in the aggregate have a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage AmountValue, and all such additions shall be subject to reasonable approval by the Administrative Agent. If no Default exists Notwithstanding anything contained in this Agreement to the contrary, the Administrative Agent with the consent of the Required Lenders in their discretion may, at the time of any deletion of Borrower’s request, allow a Real Property from qualifying to qualify as an Eligible Property included in calculating despite the failure of such Real Property to otherwise qualify as an Eligible Property. Upon the deletion of a Real Property as a Borrowing BaseBase Property (whether automatically or as a result of an election by the Borrower, any Material Subsidiary as described above), the Guarantor which owned such Real Property, but that does not otherwise own any other Eligible Borrowing Base Property, shall shall, upon the Borrower’s written request, be released from its obligations under this Agreement or, if applicable, its Guarantyseparate Guaranty pursuant to documentation reasonably acceptable to the Borrower and the Administrative Agent.

Eligible Property Additions and Deletions to the Borrowing Base. As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct in all material respectscorrect. Upon not less than 10 Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower can designate that a Property be added (subject to the other requirements for a Property qualifying as an Eligible Property) or deleted as an Eligible Property included in calculating the Borrowing BaseProperty. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of the Borrowing Base as of the addition or deletion of the designated Property as an Eligible Property, and (x) with respect to an addition, the Borrowing Base Certificate required above and (y) with respect to a deletion, Borrower’s certification in such detail as reasonably required by the Administrative Agent that no Default or Event of Default exists under this Agreement and such deletion shall not (A) cause the Eligible Properties in the aggregate to violate the Borrowing Base Requirements, (B) cause a Default, or (C) cause or result in the Borrower failing to comply with any of the financial covenants contained in Section 8.20 hereof. Each addition shall , (D) cause there to be an less than thirty (30) Eligible Property in a minimum amount equal to $500,000 Properties or (E) cause the Aggregate Borrowing Base Value or to be less than $500,000 Debt Service Coverage Amount, or shall be comprised of more than one qualifying Eligible Properties that in the aggregate have a minimum amount equal to $1,000,000 Borrowing Base Value or $1,000,000 Debt Service Coverage Amount, and all such 500,000,000. All additions shall be subject to reasonable approval by the Administrative Agent, such approval to be given or withheld within 10 Business Days of request thereof. If The Administrative Agent shall provide the Lenders with notice promptly after the addition or deletion of an Eligible Property from the Borrowing Base. Notwithstanding anything contained in this Agreement to the contrary, the Required Lenders in their reasonable discretion may (a) at the Borrower’s request, add a Property as an Eligible Property despite the failure of such Property to otherwise qualify as an Eligible Property and (b) upon ten (10) Business Days’ prior written notice to the Borrower, designate that a Property is no longer an Eligible Property upon their determination that such Property ceases to meet the criteria set forth in the definition of Eligible Property, such notice describing in detail the reason such property is no longer considered an Eligible Property; provided however, that if during such ten (10) Business Day Period the Borrower can satisfy those requirements deemed unsatisfied by the Required Lenders, such Property shall remain an Eligible Property. Furthermore, if no Default exists at the time of any deletion of a Property from qualifying as an Eligible Property included in calculating the Borrowing BaseProperty, any Material Subsidiary which owned such Property, but that does not otherwise own any other Eligible Property, shall be released from its obligations under its Guaranty.