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. 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 $1,500,000.00 ("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 aggregate amount 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 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)Obligations."

Discretionary Advances. Lender is hereby authorized from time to time to make Advances without notice to Borrower In the event that Lenderthe availability of the Revolving Line hereunder expires by the terms of this Agreement, or by the terms of any agreement extending the Maturity Date of the Revolving Line, Bank may, in its sole discretion, deems necessary or desirable upon make requested advances; however, it is expressly acknowledged and agreed that, in such event, Bank shall have 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 determinesright, in its sole discretion, that an Advance is be necessary or desirable for the purpose to decline to make any requested advance and may require payment in full of paying Borrower’s Loan Account at any Loan Expense, cost, expense, fee or other amount to or for the benefit of Borrower or chargeable time without prior notice to Borrower and the making of any such advances shall not be construed as a waiver of such right by Bank. With regard to advances to honor drafts under L/Cs, if, for any reason, any such advances are made after the termination or expiration of the Revolving Line or the occurrence or continuation of any default or event of default hereunder, or when Bank otherwise has no obligation to make advances hereunder, Borrower shall reimburse Bank for such advances in full upon demand by Bank and until the time of such reimbursement, such advance shall bear interest at the rate of interest set forth in the Note (unless otherwise agreed by Bank and Borrower in writing) and be secured by the Collateral. Bank’s right to demand reimbursement with interest under this Section shall be in addition to and cumulative of and not in lieu of any and all other rights and remedies available to Bank under the Loan DocumentsDocuments or under any document executed in connection with any L/Cs. Any such reimbursement obligation shall be evidenced by the Note, (ii) any Event of Default occursor, or (iii) upon request at Bank’s option, by Borrower for a Commitment Advance that would cause the aggregate amount of all Commitment Advances made hereunder Borrower’s executing and delivering additional promissory notes to exceed Bank in form and substance acceptable to Bank. Nothing in this Section 1 shall be deemed to extend the Commitment. Each Discretionary Advance shall, upon disbursement, automatically constitute principal outstanding hereunder and cause a corresponding increase in the aggregate amount availability of the Debt (even if such Discretionary Advance causes Revolving Line beyond 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, time noted 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)Section 13 hereof.

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 aggregate amount 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 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)Obligations."

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 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 Borrower may request prior to the Termination Date up to the maximum amount hereinafter stated and 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 $1,600,000.00 ("Discretionary Advances"). Any request for an Advance hereunder by Borrower, which when added to all Aggregate Advances as of the date of such request is in excess of the Commitment Limit, shall be deemed to be a request for a Discretionary Advance. Each request for a Discretionary Advance made by 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 aggregate amount Loan Documents. Discretionary Advances shall be secured by the Security Instruments and any and all Collateral now or hereafter given by the Borrower to secure any 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)Obligations."

Discretionary Advances. The Lender is hereby authorized from time to time to make Advances without notice to Borrower that Lendermay, in its sole discretion, deems necessary make one or desirable upon more advances (the occurrence "Discretionary Advances") to a Borrower at the written request of such Borrower. Each such request shall be made (if at all) during the Discretionary Advance Period. The Lender will not consider any request for a Discretionary Advance if, after giving effect to such Discretionary Advance, the sum of the following (such all Discretionary Advances made upon to the occurrence Borrowers would exceed the Discretionary Advance Limit. The Lender's agreement to make any Discretionary Advance is subject to approval by Lender's management at the time of the following events are referred to herein such request, which approval shall not be unreasonably withheld so long as the “Discretionary Advances”): (i) the Borrowers are meeting or exceeding financial projections acceptable to the Lender determinesdelivered by the Borrowers pursuant to Section 6.1(e), 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, and (ii) any Event no Default Period exists or would exist as a result of Default occurs, or immediately after such advance. Each Borrower's obligation to pay the Discretionary Advances shall be evidenced by the Discretionary Advance Note and shall be secured by the Collateral as provided in Article III. Each Borrower agrees to comply with the following procedures in requesting Discretionary Advances: (iii1) upon Such Borrower shall make each request by Borrower for a Commitment Discretionary Advance that would cause to the aggregate Lender before 11:00 a.m. (Denver time) two Banking Days before the day of the requested Discretionary Advance. Requests may be made in writing or by telephone, specifying the date of the requested Discretionary Advance and the amount of all Commitment Advances made hereunder to exceed the Commitmentthereof. (2) Each Discretionary Advance shall, upon disbursement, automatically constitute principal outstanding hereunder and cause shall be in a corresponding increase in the aggregate minimum amount of $500,000. (3) Each request shall be by an individual authorized pursuant to Section 2.1(a). Upon fulfillment of the Debt (even if such applicable conditions set forth in Article IV, the Lender shall deposit the proceeds of the requested Discretionary Advance causes by crediting the outstanding principal amount same to such Borrower's demand deposit account specified in Section 2.1(b) unless the Lender and such Borrower shall agree in writing to another manner of disbursement. Upon the Lender's request, such Borrower shall promptly confirm each telephonic request for a Discretionary Advance by executing and delivering an appropriate confirmation certificate to the Lender. The Borrowers shall be obligated to repay all Discretionary Advances notwithstanding the Lender's failure to receive such confirmation and notwithstanding the fact that the person requesting the same was not in fact authorized to do so. Any request for a Discretionary Advance, whether written or telephonic, shall be deemed to be a representation by such Borrower that the conditions set forth in Section 4.2 have been satisfied as of the Note to exceed the Commitment or the face amount time of the Note)request. 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).Section 1.9

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. 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, 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 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. 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. Syndicated loan agreements in North America now, essentially universally, include the ability to require the borrower to pay additional amounts where there are changes in law, regulations or capital requirements which increase the cost of providing the credit facilities to the borrower by the lenders. In these circumstances, the borrower is generally given the ability to require that the lenders who are calling upon the borrower for such additional amounts be replaced in order to allow the borrower to mitigate these additional, unanticipated costs. Similarly the borrower is generally given the right to replace lenders who are constrained in their ability to provide any of the credit facilities contemplated by the credit agreement. These rights also extend to circumstances where lenders default in their obligations, the right of the borrower to replace the lender is in addition to the right of the agent and remaining lenders in the syndicate to deal with the defaulting lender. Where there is a defaulting lender, the price for the assignment needs to be considered, whether it will be principal at par, and whether it will include additional amounts such as breakage fees. 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. 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 $500,000.00 ("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 aggregate amount 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 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)Obligations.