Common use of Additional Commitments Clause in Contracts

Additional Commitments. At any time prior to the Maturity Date (as such date may be extended pursuant to Section 2.15), the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); provided, however, that (i) no Incremental Commitment shall be less than $5,000,000, (ii) the aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan Documents.

Additional Commitments. At (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrowers, in consultation with the Administrative Agent, shall have the right at any time and from time to time on or prior to the 180th day prior to the original Maturity Date and upon at least 30 days’ prior written notice to the Administrative Agent, to request on one or more occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as such date may be extended provided below) provide Additional Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Commitment Agreement, make Revolving Loans and/or Term Loans pursuant to Section 2.15), the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” 1.01; it being understood and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); providedagreed, however, that (i) no Incremental the Borrowers, in consultation with the Administrative Agent, shall determine the allocation of the Additional Commitment shall be less than $5,000,000between Revolving Loans and Term Loans, (ii) the aggregate Incremental Commitments requested no Lender shall be obligated to provide an Additional Commitment as a result of any request by the Borrower hereunder shall in no event exceed $10,000,000Borrowers, (iii) after until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Lender shall not be obligated to fund any Term Loans or Revolving Loans, or participate in any Letters of Credit, in excess of the amounts provided for in Sections 1.01 or 2.03, as the case may be, before giving effect to all Incremental such Additional Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Propertyprovided pursuant to this Section 1.16, (iv) any Lender (or, in the proceeds circumstances contemplated by clause (viii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Commitment without the consent of any other Lender (it being understood and agreed that the consent of the Incremental Loans Administrative Agent shall only be used in compliance with Section 2.6required if any such Additional Commitments are to be provided by a Person which is not already a Lender, which consent shall not be unreasonably withheld or delayed), (v) no Event each provision of Default Additional Commitments on a given date pursuant to this Section 1.16 shall have occurred and be continuing on in a minimum aggregate amount (for all Lenders (including, in the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loanscircumstances contemplated by clause (viii) below, Eligible Transferees who will become Lenders)) of at least $50,000,000, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may aggregate amount of all Additional Commitments permitted to be extended provided pursuant to this Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e.1.16, there shall be no required prepayments prior to the Maturity Datenot exceed $250,000,000, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans up-front fees payable to any Lender (including any Eligible Transferee that will become a Lender as contemplated by clause (viii) below) providing an Additional Commitment shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases as set forth in the Mortgage and the Title Policy) and the payment of such fees and taxes relevant Additional Commitment Agreement, (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (Aviii) the Borrower Borrowers shall offer have the Incremental Commitments right, in addition to requesting the then existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Additional Commitments may elect or decline, in its sole discretionpursuant to this Section 1.16, to provide all or request Additional Commitments from Persons which would qualify as Eligible Transferees hereunder, provided that any portion of such Incremental Commitment offered to it and (C) Additional Commitments provided by any such Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that Transferee which is not already a Lender shall be satisfactory in a minimum amount (for such Eligible Transferee) of at least $5,000,000, and (ix) all actions taken by the Borrowers pursuant to this Section 1.16(a) shall be done in consultation with the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan DocumentsAgent.

Additional Commitments. At any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (as in the case of an existing Lender) or assume a Commitment (in the case of any other lending institution) and, in the sole discretion of each such date may be extended pursuant to Section 2.15)Lender or other institution, the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant Lender or other institution may agree to an Incremental Commitment herein called “Incremental Loans”)so commit; provided, however, provided that (i) no Incremental Commitment shall be less than $5,000,000Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to any such request shall be in an aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed amount of at least $10,000,000, 16,000,000 and (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, aggregate increase in the Total Commitment Amount pursuant to this Section 1.16 shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property175,000,000. Parent, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred Corp. and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender or other lending institution (to the extent of its Incremental Commitment) and Eligible Assignee herein called each, an “Incremental Assuming Lender”); provided) which agrees to increase its existing, howeveror assume, that (A) the Borrower a Commitment shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it execute and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering deliver to the Administrative Agent a duly executed accession agreement Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a form reasonably satisfactory new Assuming Lender, assumption of, such Lender’s Commitment to be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each Borrower shall, in coordination with the Administrative Agent and the Borrower Lenders, repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (an “Accession Agreement”after giving effect to any increase thereof). Upon It is hereby agreed that any breakage costs of the effectiveness type described in Section 1.12 incurred by the Lenders in connection with the repayment of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to Revolving Loans contemplated by this Agreement and Section 1.16 shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations for the account of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan Documentsrespective Borrowers.

Additional Commitments. (i) At any time following the Effective Date (but in any event not prior to the Maturity Date (as such date may be extended pursuant to Section 2.15first Borrowing of Term Loans hereunder), the Borrower may, may by written notice to the Administrative Agent elect to establish a Class of revolving facility commitments for the making of loans and/or the issuance of letters of credit (such commitments, the “Additional Revolving Facility Commitments”) and/or a Class of term loan commitments (such commitments, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”) (it being understood that no amounts borrowed under such Additional Commitments shall be applied in direct or indirect exchange for other Indebtedness). Such notice shall specify the date (an “Increase RequestIncreased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower shall notify the Administrative Agent in writing of the identity of each lender reasonably acceptable to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called each, an “Incremental CommitmentAdditional Revolving Facility Lender,” and any loans made pursuant to an Incremental Commitment herein called “Incremental LoansAdditional Term Loan Lender” or generally, an “Additional Lender”); provided, however, that (i) no Incremental Commitment shall be less than $5,000,000, (ii) the aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of Additional Commitments have been (in accordance with the requested Incremental Commitments be prior sentence) allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”)allocations; provided, however, provided that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Additional Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan DocumentsAdditional Commitment.

Additional Commitments. At any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (as in the case of an existing Lender) or assume a Commitment (in the case of any other lending institution) and, in the sole discretion of each such date may be extended pursuant to Section 2.15)Lender or other institution, the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant Lender or other institution may agree to an Incremental Commitment herein called “Incremental Loans”)so commit; provided, however, provided that (i) no Incremental Commitment shall be less than $5,000,000Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to any such request shall be in an aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed amount of at least $10,000,000, 9,000,000 and (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, aggregate increase in the Total Commitment Amount pursuant to this Section 1.16 shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property75,000,000. Parent, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred Corp. and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender or other lending institution (to the extent of its Incremental Commitment) and Eligible Assignee herein called each, an “Incremental Assuming Lender”); provided) which agrees to increase its existing, howeveror assume, that (A) the Borrower a Commitment shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it execute and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering deliver to the Administrative Agent a duly executed accession agreement Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a form reasonably satisfactory new Assuming Lender, assumption of, such Lender’s Commitment to be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each Borrower shall, in coordination with the Administrative Agent and the Borrower Lenders, repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (an “Accession Agreement”after giving effect to any increase thereof). Upon It is hereby agreed that any breakage costs of the effectiveness type described in Section 1.12 incurred by the Lenders in connection with the repayment of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to Revolving Loans contemplated by this Agreement and Section 1.16 shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations for the account of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan Documentsrespective Borrowers.

Additional Commitments. At any The Borrower may from time prior to time after the Maturity Date (as such date may be extended pursuant to Section 2.15), the Borrower mayEffective Date, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies Agent, request that, on the terms and subject to the Lenders) request that conditions contained in this Agreement, Qualified Additional Lenders provide up to the Total Commitment Additional Facilities Amount be increased by in the amount specified aggregate in such notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”)additional Commitments; provided, however, provided that (ia) no Incremental Commitment shall be less than $5,000,000, (ii) the aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 Default or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from occur after giving effect to such Incremental Commitment or from borrowing the Incremental Loansadditional Commitments, (vib) the Incremental Loans loans under such additional Commitments shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be rank pari passu with the Intial Loan. Each Increase Request Loans to be made pursuant to Section 2.1A(i), (c) the representations and warranties in Section 5 shall specify be true and correct in all material respects prior to and after giving effect to such additional Commitments, (d) the identity maturity date of each existing Lender any additional Commitments shall be no earlier than, and Eligible Assignee to whom no scheduled mandatory commitment reduction shall be required prior to, the Borrower proposes any portion maturity date of the requested Incremental existing Commitments be allocated (or any Other Credit Extensions constituting Commitments), (e) the terms (other than with respect to pricing or maturity) of any additional Commitments and the amounts of such allocations (each such existing Lender (Loans to be made thereunder, to the extent of its Incremental Commitment) not consistent with the Commitments and Eligible Assignee herein called an “Incremental Lender”the Loans extended under this Agreement pursuant to Section 2.1A(i); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and (f) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(ii) exceeds by more than 50 basis points the Revolving Loan Yield at such time (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(ii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), then the Floor, the Term SOFR Adjustment and/or the Applicable Margin applicable to the Loans shall be increased such that after giving effect to such increases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “Term SOFR adjustment” or “SOFR floor” being applicable to the additional Commitments, the Term SOFR Adjustment or the Floor, respectively, applicable to the Loans shall be increased (or, in the event there is no Term SOFR Adjustment or Floor applicable to the Loans at such time, a Term SOFR Adjustment or Floor shall be added) to an amount not to exceed the “Term SOFR adjustment” or “SOFR Floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Loans. Nothing contained in this Section 2.1A(ii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit 47 CREDIT AGREEMENT so as to cause the amount of such Loans and/or participations in connection with Letters of Credit held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Borrower shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(ii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (an any such new Commitments, “Accession AgreementOther Credit Extensions”). Upon , all such terms shall be as set forth in a separate assumption agreement among Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the Qualified Additional Lenders providing such additional Commitments and the Administrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of any Accession Agreement to which any Eligible Assignee is a partythe Other Credit Extensions. If the Borrower incurs new Commitments under this Section 2.1A(ii), regardless of whether such Commitments are Other Credit Extensions, the Borrower shall, after such time, (ix) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such Eligible Assignee shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder incurrence and (iiy) Schedule 1.1 shall be deemed permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to have been amended to reflect the Commitment of such Eligible Assignee as incurrence; provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment that on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute of incurrence of the new Commitments, all Incremental the Borrower may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent is expressly permitted, without the consent of any Lender, to amend the Loan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1A(ii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of SOFR Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes Base Rate Loans between Loans incurred pursuant to this Section 2.1A(ii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of this Agreement Credit between the Other Credit Extensions consisting of Commitments and all other Loan Documentsthe Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. At (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower, in consultation with the Administrative Agent, shall have the right at any time and from time to time on or prior to the 180th day prior to the original Maturity Date and upon at least 30 days’ prior written notice to the Administrative Agent, to request on one or more occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as such date may be extended provided below) provide Additional Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Commitment Agreement, make Revolving Loans pursuant to Section 2.15), the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” 1.01; it being understood and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); providedagreed, however, that (i) no Incremental Commitment Lender shall be less than $5,000,000obligated to provide an Additional Commitment as a result of any request by the Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the aggregate Incremental Commitments requested by Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Lender shall not be obligated to fund any Revolving Loans, or participate in any Letters of Credit, in excess of the Borrower hereunder shall amounts provided for in no event exceed $10,000,000Sections 1.01 or 2.03, (iii) after as the case may be, before giving effect to all Incremental such Additional Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Propertyprovided pursuant to this Section 1.16, (iv) any Lender (or, in the proceeds circumstances contemplated by clause (viii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Commitment without the consent of any other Lender (it being understood and agreed that the consent of the Incremental Loans Administrative Agent shall only be used in compliance with Section 2.6required if any such Additional Commitments are to be provided by a Person which is not already a Lender, which consent shall not be unreasonably withheld or delayed), (v) no Event each provision of Default Additional Commitments on a given date pursuant to this Section 1.16 shall have occurred and be continuing on in a minimum aggregate amount (for all Lenders (including, in the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loanscircumstances contemplated by clause (viii) below, Eligible Transferees who will become Lenders)) of at least $50,000,000, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may aggregate amount of all Additional Commitments permitted to be extended provided pursuant to this Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e.1.16, there shall be no required prepayments prior to the Maturity Datenot exceed $250,000,000, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans up-front fees payable to any Lender (including any Eligible Transferee that will become a Lender as contemplated by clause (viii) below) providing an Additional Commitment shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases as set forth in the Mortgage and the Title Policy) and the payment of such fees and taxes relevant Additional Commitment Agreement, (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (Aviii) the Borrower shall offer have the Incremental Commitments right, in addition to requesting the then existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Additional Commitments may elect or decline, in its sole discretionpursuant to this Section 1.16, to provide all or request Additional Commitments from Persons which would qualify as Eligible Transferees hereunder, provided that any portion of such Incremental Commitment offered to it and (C) Additional Commitments provided by any such Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that Transferee which is not already a Lender shall be satisfactory in a minimum amount (for such Eligible Transferee) of at least $5,000,000, and (ix) all actions taken by the Borrower pursuant to this Section 1.16(a) shall be done in consultation with the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan DocumentsAgent.

Additional Commitments. (i) At any time prior to following the Maturity Date (as such date may be extended pursuant to Section 2.15)Fourth Amendment Effective Date, the Borrower may, may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, the “Additional Revolving Facility Commitments”) and/or the Term B Loan Commitments (any such increase, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”). Such notice shall (A) specify the date (an “Increase RequestIncreased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (B) offer each Revolving Facility Lender (in the case of Additional Revolving Facility Commitments) and/or Term B Loan Lender (in the case of Additional Term Loan Commitments) the right to increase its Revolving Facility Commitment and/or Term B Loan Commitment, as applicable, on a pro rata basis. The Borrower shall notify the Administrative Agent in writing of the identity of each Revolving Facility Lender, Term B Loan Lender or other financial institution reasonably acceptable to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called each, an “Incremental CommitmentAdditional Revolving Facility Lender,” and any loans made pursuant to an Incremental Commitment herein called “Incremental LoansAdditional Term Loan Lender” or generally, an “Additional Lender”); provided, however, that (i) no Incremental Commitment shall be less than $5,000,000, (ii) the aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of Additional Commitments have been (in accordance with the requested Incremental Commitments be prior sentence) allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”)allocations; provided, however, provided that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Additional Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan DocumentsAdditional Commitment.

Additional Commitments. At any time prior to On or after the Maturity Date (as such date may be extended pursuant to Section 2.15)Closing Date, the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); provided, however, that (i) if no Incremental Commitment shall be less than $5,000,000, (ii) the aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on at such time, the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing Borrower may, if it so elects, increase the Incremental Loans, (vi) aggregate amount of the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Tranche A Commitments and the Incremental Loans Tranche B Commitments (each tranche expressed in Australian Dollars), either by designating a Person not theretofore a Bank to become a Bank or by agreeing with an existing Bank that such Bank’s Tranche A Commitment and/or Tranche B Commitment shall be subject to increased (which increase by any such other terms existing Bank shall be at such existing Bank’s sole discretion). Upon execution and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom by the Borrower proposes any portion and such Bank or other Person of the requested Incremental Commitments be allocated and the amounts an instrument of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, assumption in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent Facility Agent, such existing Bank shall have a Tranche A Commitment and/or Tranche B Commitment as therein set forth, or such other Person shall become a Bank with a Tranche A Commitment and/or Tranche B Commitment as therein set forth and all the Borrower (an “Accession Agreement”). Upon the effectiveness rights and obligations of any Accession Agreement to which any Eligible Assignee is a party, Bank with such a Tranche A Commitment and/or Tranche B Commitment hereunder; provided that (i) the Borrower shall provide prompt notice of such Eligible Assignee increase to the Facility Agent, which shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder promptly notify the other Banks and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment amount of such Eligible Assignee increase, together with all other increases in the aggregate amount of the Tranche A Commitments and the Tranche B Commitments pursuant to this Section 2.1(c), does not exceed an aggregate amount of A$1,000,000,000. Upon any increase in the aggregate amount of the Tranche A Commitments pursuant to this Section 2.1(c), at the end of the then current Interest Period with respect to each Group of Tranche A Loans then outstanding, the Borrower shall prepay such Group in its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article III, the Borrower shall then reborrow Tranche A Loans from the Tranche A Banks in proportion to their respective Tranche A Commitments after giving effect to such increase, until such time as provided all outstanding Tranche A Loans are held by the Tranche A Banks in such Accession Agreementproportion. The Upon any increase in the aggregate amount of the Tranche B Commitments pursuant to this Section 2.1(c), at the end of the then current Interest Period with respect to each Group of Tranche B Loans then outstanding, the Borrower shall borrow prepay such Group in its entirety, and, to the full amount of each Incremental Commitment on extent the date Borrower elects to do so and subject to the conditions specified in Article III, the Borrower shall then reborrow Tranche B Loans from the Tranche B Banks in proportion to their respective Tranche B Commitments after giving effect to such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitmentsincrease, until such time as all Incremental outstanding Tranche B Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan Documentsare held by the Tranche B Banks in such proportion.

Additional Commitments. At (a) The Parent Borrower shall have the right at any time and from time to time after the Effective Date and prior to the Maturity Commitment Expiration Date to request (so long as such date may be extended no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided pursuant to Section 2.15)clause (vi) below) provide Additional Commitments (and, in connection therewith, to increase the Borrower mayAggregate Multicurrency Letter of Credit Limit by a ratable amount with respect thereto) and, by written notice (an “Increase Request”) subject to the Administrative Agent (which shall promptly deliver copies to applicable terms and conditions contained in this Agreement and the Lenders) request that the Total relevant Additional Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” Agreement, issue Letters of Credit; it being understood and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); providedagreed, however, that (i) no Incremental Commitment Lender shall be less than $5,000,000obligated to provide an Additional Commitment as a result of any request by the Parent Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the aggregate Incremental Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.14(b) and (y) such other conditions set forth in Section 1.14(b) shall have been satisfied, such Lender shall not be obligated to issue any Letters of Credit, in excess of the amount provided for in Section 1.01 before giving effect to such Additional Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000provided pursuant to this Section 1.14, (iii) after giving effect any Lender (and/or one or more other Persons which will become Lenders as provided pursuant to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, clause (vi) below) may so provide an Additional Commitment without the Incremental Loans shall bear consent of any other Lender (it being understood and agreed that the same interest rate and shall have consent of the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as Administrative Agent, the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments Issuing Agent and the Incremental Loans shall be subject to Issuing Lenders, if any (such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or declineconsent, in its sole discretioneither case, not to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become be required if any such Additional Commitments are to be provided by a party Person which is not already a Lender), (iv) (x) each provision of Additional Commitments on a given date pursuant to this Agreement Section 1.14 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by completing clause (vi) below, banks or other financial institutions who will become Lenders)) of at least $1,000,000 and delivering (y) the aggregate amount of Additional Commitments provided pursuant to this Section 1.14 shall not exceed $100,000,000, (v) the up-front fees payable to any Person providing an Additional Commitment in accordance with this Section 1.14 shall be as set forth in the relevant Additional Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Parent Borrower of the then existing Lenders (other than Defaulting Lenders) to provide Additional Commitments pursuant to this Section 1.14 on the terms to be applicable thereto, the Parent Borrower has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Parent Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Parent Borrower to the Administrative Agent a duly executed accession agreement as provided above), then the Parent Borrower may request Additional Commitments from other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Parent Borrower and the Administrative Agent) in a form reasonably satisfactory aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the Administrative Agent existing Lenders, and (vii) all actions taken by the Parent Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party pursuant to this Agreement and Section 1.14 shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect done in coordination with the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan DocumentsAdministrative Agent.

Additional Commitments. At (a) The Company shall have the right, at any time and from time to time, after the Restatement Effective Date and prior to the Final Maturity Date to request (so long as such date may be extended pursuant to Section 2.15), the Borrower may, by written notice (an “Increase Request”no Default or Event of Default is then in existence or would result therefrom) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request on one or more occasions that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” one or more existing Lenders provide Additional Commitments; it being understood and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); providedagreed, however, that (i) no Incremental Commitment existing Lender shall be less than $5,000,000obligated to provide an Additional Commitment as a result of any request by the Company unless it agrees in its sole discretion to do so, (ii) until such time, if any, as (x) such existing Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the aggregate Incremental Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such existing Lender shall not be obligated to make Loans or issue, or participate in, Letters of Credit, in excess of the amounts provided for herein, immediately before giving effect to such Additional Commitments requested provided by the Borrower hereunder shall in no event exceed $10,000,000such existing Lender pursuant to this Section 1.16, (iii) after giving effect to all Incremental Commitments requested by any existing Lender may provide an Additional Commitment without the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser consent of (x) $50,000,000 or (y) 50% of the Appraised Value of the Propertyany other Lender, (iv) the proceeds aggregate amount of Additional Commitments provided pursuant to this Section 1.16 shall not exceed $300,000,000, with up to the full amount of the Incremental Loans shall only Commitment available to be used in compliance with Section 2.6for Letters of Credit and up to half of the Commitment available to be used for Loans, (v) no Event of Default all up-front fees payable to any Additional Commitment Lender shall have occurred and be continuing on as set forth in the date on which any Incremental relevant Additional Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental LoansAgreement, (vi) if, on or after the Incremental Loans shall bear tenth Business Day following the same interest rate and shall have request by the same Maturity Date (as such date may be extended Company of the then existing Lenders to provide Additional Commitments pursuant to this Section 2.15) and amortization schedule as 1.16 on the Initial Loans hereunder (i.e., there shall terms to be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditionsapplicable thereto, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees Company has not received Additional Commitments in an aggregate amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the that amount of the Mortgage) Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the Borrower, request provided by the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory Company to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering to as provided above), then the Administrative Agent a duly executed accession agreement in a form Company may request Additional Commitments from Persons which are reasonably satisfactory acceptable to the Administrative Agent and each Fronting Lender in an aggregate amount equal to such deficiency on terms which are no more favorable in any respect than the Borrower (an “Accession Agreement”). Upon terms offered to the effectiveness of any Accession Agreement to which any Eligible Assignee is a partyexisting Lenders, (ivii) such Eligible Assignee shall thereafter be deemed to be all Additional Commitments provided on a party given date pursuant to this Agreement Section 1.16 shall have the same terms and conditions as all then existing Commitments and shall be entitled added to all rights, benefits and privileges accorded a Lender and subject to all obligations such existing Commitments in accordance with clause (b) of a Lender hereunder this Section 1.16 below and (iiviii) Schedule 1.1 all actions taken by the Borrower pursuant to this Section 1.16 shall be deemed to have been amended to reflect done in coordination with the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan DocumentsAdministrative Agent.

Additional Commitments. At any time prior to the Maturity Date (as such date Date, Borrower and Time Warner, acting together, may be extended pursuant from time to Section 2.15), the Borrower maytime, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies a copy to the Lenders) request executed by Borrower and Time Warner and one or more financial institutions that the Total Commitment Amount be increased by the amount specified in such notice qualify as Eligible Assignees (any such increase herein called financial institution, which may include any Lender, referred to in this Section as an “Incremental CommitmentFacility Lender”) add one new tranche of term facilities by requesting new term loan commitments to be added (any such new tranche an “Incremental Facility” and any loans made pursuant to an Incremental Commitment herein called Facility, “Incremental Loans”); provided, however, that ) in an amount for each Incremental Lender (i) no Incremental Commitment which shall not be less than $5,000,000, (ii) the set forth in such notice and in aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect principal amount not to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or 261,034,000 and (y) 50% the then outstanding amount of the Appraised Value of the Property2015 Notes; provided that (i) no Lender shall have any obligation to provide any Incremental Loans pursuant to this Section, (ivii) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6for CME to repay the principal of the 2015 Notes, (viii) no Event of Default shall have occurred and be continuing on the date on which any each Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental LoansFacility Lender, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is if not already a Lender hereunder, shall be reasonably satisfactory to the Administrative Agent (whose which approval shall not be unreasonably withheld or delayedwithheld), (iv) and each Incremental Facility Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent Agent, Borrower and the Borrower Time Warner (an “Accession Agreement”), (v) no Default or Event of Default has occurred and is continuing, (vi) the interest rate applicable to any Incremental Facility will bear an interest rate acceptable to the Incremental Facility Lenders, Borrower and Time Warner, and (vii) the maturity date with respect to any Incremental Loans shall be November 1, 2019. Upon the effectiveness of any Accession Agreement to which any Eligible Assignee Incremental Lender is a party, (i) such Eligible Assignee Incremental Facility Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 2.01 shall be deemed to have been amended to reflect the additional Commitment of such Eligible Assignee Incremental Lender as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all may be made hereunder pursuant to an amendment or restatement (an “Incremental Lenders shall constitute Lenders, for purposes Facility Amendment”) of this Agreement and, as appropriate, the other Credit Documents, executed by Borrower, Guarantor and, as appropriate, the Subsidiary Guarantors, each Incremental Facility Lender participating in such tranche of Incremental Loans and all other Loan Documentsthe Administrative Agent.

Additional Commitments. At (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior to the Maturity Commitment Expiration Date to request (so long as such date may be extended no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to Section 2.15), the Borrower may, by written notice clause (an “Increase Request”v) to the Administrative Agent (which shall promptly deliver copies to the Lendersbelow) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” provide Additional Commitments; it being understood and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); providedagreed, however, that (i) no Incremental Commitment existing Lender shall be less than $5,000,000obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000consent of any other Lender, (iii) after giving effect (A) each provision of Additional Commitments on a given date pursuant to this Section 2.27 shall be in a minimum aggregate amount (for all Incremental Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments requested by the Borrower hereunder, the Total Commitment Amount for all Lenders hereunder shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property400,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6relevant Additional Commitment Agreement, (v) no Event of Default shall have occurred and be continuing on the date on Company may request Additional Commitments from Eligible Persons which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form are reasonably satisfactory acceptable to the Administrative Agent and the Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a partyeach Fronting Lender, (ivi) such Eligible Assignee shall thereafter be deemed to be all Additional Commitments provided on a party given date pursuant to this Agreement Section 2.27 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be entitled added to all rights, benefits and privileges accorded a Lender and subject to all obligations such existing Commitments in accordance with clause (b) of a Lender hereunder this Section 2.27 below and (iivii) Schedule 1.1 all actions taken by the Account Party pursuant to this Section 2.27 shall be deemed done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan DocumentsSection 2.27.

Additional Commitments. At (a) The Company shall have the right, at any time and from time to time, after the Restatement Effective Date and prior to the Maturity Commitment Expiration Date to request (so long as such date may be extended no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to Section 2.15), the Borrower may, by written notice clause (an “Increase Request”vi) to the Administrative Agent (which shall promptly deliver copies to the Lendersbelow) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” provide Additional Commitments; it being understood and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); providedagreed, however, that (i) no Incremental Commitment existing Lender shall be less than $5,000,000obligated to provide an Additional Commitment as a result of any request by the Company, (ii) until such time, if any, as (x) such existing Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the aggregate Incremental Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 2.18(b) and (y) such other conditions set forth in Section 2.18(b) shall have been satisfied, such existing Lender shall not be obligated to make Loans or issue, or participate in, Letters of Credit, in excess of the amounts provided for herein, immediately before giving effect to such Additional Commitments requested provided by the Borrower hereunder shall in no event exceed $10,000,000such existing Lender pursuant to this Section 2.18, (iii) after giving effect to all Incremental Commitments requested by any existing Lender may provide an Additional Commitment without the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser consent of (x) $50,000,000 or (y) 50% of the Appraised Value of the Propertyany other Lender, (iv) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.18 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the proceeds circumstances contemplated by clause (vi) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 and (B) the Incremental Loans aggregate amount of Additional Commitments provided pursuant to this Section 2.18 shall only be used in compliance with Section 2.6not exceed $75,000,000, (v) no Event of Default all up-front fees payable to any Additional Commitment Lender shall have occurred and be continuing on as set forth in the date on which any Incremental relevant Additional Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental LoansAgreement, (vi) if, on or after the Incremental Loans shall bear tenth Business Day following the same interest rate and shall have request by the same Maturity Date (as such date may be extended Company of the then existing Lenders to provide Additional Commitments pursuant to this Section 2.15) and amortization schedule as 2.18 on the Initial Loans hereunder (i.e., there shall terms to be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditionsapplicable thereto, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees Company has not received Additional Commitments in an aggregate amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the that amount of the Mortgage) Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the Borrower, request provided by the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory Company to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering to as provided above), then the Administrative Agent a duly executed accession agreement in a form Company may request Additional Commitments from Eligible Persons which are reasonably satisfactory acceptable to the Administrative Agent and each Fronting Lender in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Person in any respect than the Borrower (an “Accession Agreement”). Upon terms offered to the effectiveness of any Accession Agreement to which any Eligible Assignee is a partyexisting Lenders, (ivii) such Eligible Assignee shall thereafter be deemed to be all Additional Commitments provided on a party given date pursuant to this Agreement Section 2.18 shall have the same terms and conditions as all then existing Commitments and shall be entitled added to all rights, benefits and privileges accorded a Lender and subject to all obligations such existing Commitments in accordance with clause (b) of a Lender hereunder this Section 2.18 below and (iiviii) Schedule 1.1 all actions taken by the Borrower pursuant to this Section 2.18 shall be deemed to have been amended to reflect done in coordination with the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan DocumentsAdministrative Agent.

Additional Commitments. At any Company may from time prior to time, by notice to Administrative Agent, request that, on the terms and subject to the Maturity Date (as such date may be extended pursuant conditions contained in this Agreement, Lenders and/or other financial institutions not then a party to Section 2.15)this Agreement, the Borrower may, that are approved by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies such approval not to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant unreasonably withheld or delayed), provide up to an Incremental Commitment herein called “Incremental aggregate amount of $250,000,000 in additional Term Loans”), which Term Loans may be provided as an additional tranche of Term Loans; provided, however, provided that (i) no Incremental Commitment shall be less than $5,000,000, (ii) the aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser Event of (x) $50,000,000 Default or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Potential Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from the issuance of such Incremental Commitment or from borrowing the Incremental additional Term Loans, (viii) after giving effect to such additional Term Loans, Company is in pro forma compliance with the Incremental Loans shall bear the same interest rate maximum Consolidated Senior Leverage Ratio and maximum Consolidated Leverage Ratio set forth in subsections 7.6B and 7.6C, respectively, and (iii) Company shall have given the same Maturity Date (PBGC at least 30 days prior written notice of the incurrence of such additional Term Loans. Upon receipt of such notice to Administrative Agent and an Officer’s Certificate as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) satisfaction of the Incremental Commitments and the Incremental Loans shall be subject to such other terms and foregoing conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity use all reasonable efforts to arrange for Lenders or other financial institutions approved of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the by Administrative Agent and Company (whose such approval shall not to be unreasonably withheld or delayed) to provide such additional Term Loans. Alternatively, any Lender may commit to provide the full amount of the requested additional Term Loans and shall become a party to this Agreement by completing and delivering then offer portions of such additional Term Loans to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory other Lenders or other financial institutions, subject to the approval of Administrative Agent and the Borrower Company (an “Accession Agreement”such approval not to be unreasonably withheld or delayed). Upon the effectiveness Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any Accession Agreement such additional Term Loans. If and to which the extent that any Eligible Assignee is a partyLenders and/or other financial institutions agree, in their sole discretion to provide any such additional Term Loans on the terms and conditions set forth herein, (i) such Eligible Assignee the aggregate amount of additional Term Loans shall thereafter be deemed increased by the amount of the additional Term Loans agreed to be a party so provided, (ii) the Pro Rata Shares of the respective Lenders in respect of the additional Term Loans shall be proportionally adjusted, (iii) if necessary, in respect of an increase in Term Loans, at such time and in such manner as Company and Administrative Agent shall agree, the Lenders who have in their sole discretion agreed to provide such additional Term Loans shall purchase and assume outstanding Term Loans so as to cause the amount of such Term Loans held by each Lender to conform to the respective percentages of the applicable Term Loans of the Lenders as so adjusted and (iv) Company shall execute and deliver any additional Notes as any Lender may reasonably request or to the extent necessary to effect the foregoing changes in accordance with the next succeeding sentence, other amendments or modifications to this Agreement or any other Loan Document. In connection with the additional Term Loans provided for in this subsection 2.1A(v), conforming amendments shall be made to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended the other Loan Documents to reflect such additional Term Loans without the Commitment consent of any Lender not a lender of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute additional Term Loans, and all Incremental Lenders shall constitute Lendersincluding, without limitation, if applicable, conforming amendments: (i) to provide for purposes the additional Term Loans to share ratably in the benefits of this Agreement and all the other Loan DocumentsDocuments with the other Term Loans made under this Agreement, (ii) to Sections 1 and 2 to provide, among other things, for the additional Term Loans to share ratably with the applicable Term Loans in the application of prepayments, (iii) to provide an amortization schedule for any additional Term Loans, and (iv) to include Lenders of the additional Term Loans in any determination of Lenders, Requisite Lenders, Requisite Class Lenders and Pro Rata Share. Notwithstanding anything in this Agreement expressed or implied to the contrary (including, without limitation in subsection 10.6), nothing herein shall be construed to require consent from Lenders that are not lenders of such additional Term Loans to the incurrence of the additional Term Loans in compliance with this subsection 2.1A(v), and shall supersede any provisions in subsection 10.6 to the contrary.”

Additional Commitments. At any time and from time to time on and after the Effective Date and prior to the Final Maturity Date Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (as in the case of an existing Lender) or assume a Commitment (in the case of any other lending institution) and, in the sole discretion of each such date may be extended pursuant to Section 2.15)Lender or other institution, the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant Lender or other institution may agree to an Incremental Commitment herein called “Incremental Loans”)so commit; provided, however, provided that (i) no Incremental Commitment shall be less than $5,000,000Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to any such request shall be in an aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed amount of at least $10,000,000, 16,000,000 and (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, aggregate increase in the Total Commitment Amount pursuant to this Section 1.16 shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property175,000,000. Parent, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred Corp. and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender or other lending institution (each, an "Assuming Lender") which agrees to the extent of increase its Incremental Commitment) existing, or assume, a Commitment shall execute and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering deliver to the Administrative Agent a duly executed accession agreement Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a form reasonably satisfactory new Assuming Lender, assumption of, such Lender's Commitment to be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each Borrower shall, in coordination with the Administrative Agent and the Borrower Lenders, repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans Pro rata on the basis of their Commitments (an “Accession Agreement”after giving effect to any increase thereof). Upon It is hereby agreed that any breakage costs of the effectiveness type described in Section 1.12 incurred by the Lenders in connection with the repayment of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to Revolving Loans contemplated by this Agreement and Section 1.16 shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations for the account of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan Documentsrespective Borrowers.

Additional Commitments. At any The Borrower may from time prior to time after the Maturity Date (as such date may be extended pursuant to Section 2.15), the Borrower mayEffective Date, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies Agent, request that, on the terms and subject to the Lenders) request that conditions contained in this Agreement, Qualified Additional Lenders provide up to the Total Commitment Additional Facilities Amount be increased by in the amount specified aggregate in such notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”)additional Commitments; provided, however, provided that (ia) no Incremental Commitment shall be less than $5,000,000, (ii) the aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 Default or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from occur after giving effect to such Incremental Commitment or from borrowing the Incremental Loansadditional Commitments, (vib) the Incremental Loans loans under such additional Commitments shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be rank pari passu with the Intial Loan. Each Increase Request Loans to be made pursuant to Section 2.1A(i), (c) the representations and warranties in Section 5 shall specify be true and correct in all material respects prior to and after giving effect to such additional Commitments, (d) the identity maturity date of each existing Lender any additional Commitments shall be no earlier than, and Eligible Assignee to whom no scheduled mandatory commitment reduction shall be required prior to, the Borrower proposes any portion maturity date of the requested Incremental existing Commitments be allocated (or any Other Credit Extensions constituting Commitments), (e) the terms (other than with respect to pricing or maturity) of any additional Commitments and the amounts of such allocations (each such existing Lender (Loans to be made thereunder, to the extent of its Incremental Commitment) not consistent with the Commitments and Eligible Assignee herein called an “Incremental Lender”the Loans extended under this Agreement pursuant to Section 2.1A(i); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and (f) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(ii) exceeds by more than 50 basis points the Revolving Loan Yield at such time (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(ii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), then the “LIBOR floor” and/or the Applicable Margin applicable to the Loans shall be increased such that after giving effect to such increases, the 43 CREDIT AGREEMENT Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to the additional Commitments, the “LIBOR floor” applicable to the Loans shall be increased (or, in the event there is no “LIBOR floor” applicable to the Loans at such time, a “LIBOR floor” shall be added) to an amount not to exceed the “LIBOR floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Loans. Nothing contained in this Section 2.1A(ii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit so as to cause the amount of such Loans and/or participations in connection with Letters of Credit held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Borrower shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(ii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (an any such new Commitments, “Accession AgreementOther Credit Extensions”). Upon , all such terms shall be as set forth in a separate assumption agreement among Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the Qualified Additional Lenders providing such additional Revolving Commitments and the Administrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of any Accession Agreement to which any Eligible Assignee is a partythe Other Credit Extensions. If the Borrower incurs new Commitments under this Section 2.1A(ii), regardless of whether such Commitments are Other Credit Extensions, the Borrower shall, after such time, (ix) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such Eligible Assignee shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder incurrence and (iiy) Schedule 1.1 shall be deemed permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to have been amended to reflect the Commitment of such Eligible Assignee as incurrence; provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment that on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute of incurrence of the new Commitments, all Incremental the Borrower may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent is expressly permitted, without the consent of any Lender, to amend the Loan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1A(ii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Rate Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes Base Rate Loans between Loans incurred pursuant to this Section 2.1A(ii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of this Agreement Credit between the Other Credit Extensions consisting of Commitments and all other Loan Documentsthe Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. At any time prior to the Maturity Date (as such date may be extended pursuant to Section 2.15)time, the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); provided, however, that (i) if no Incremental Commitment shall be less than $5,000,000, (ii) the aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on at such time, the date on which Borrower may, if it so elects, increase the aggregate amount of the Tranche A Commitments and/or the Tranche B Commitments, either by designating a Person not theretofore a Bank to become a Bank or by agreeing with an existing Bank that such Bank’s Tranche A Commitment and/or Tranche B Commitment, as applicable, shall be increased. Upon execution and delivery by the Borrower and such Bank or other Person of an instrument of assumption in form reasonably satisfactory to the Administrative Agent, such existing Bank shall have a Tranche A Commitment and/or Tranche B Commitment, as applicable, as therein set forth or such other Person shall become a Bank with a Tranche A Commitment and/or Tranche B Commitment, as applicable, as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that (i) the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the other Banks and (ii) the aggregate amount of such increases made pursuant to this Section 2.1(d) does not exceed $1,500,000,000. Upon any Incremental Commitment becomes effective increase in the aggregate amount of the Tranche A Commitments and/or Tranche B Commitments, as applicable, pursuant to this Section 2.1(d), within five Domestic Business Days in the case of each Group of Base Rate Loans outstanding, and at the end of the then current Interest Period with respect thereto, in the case of each Group of Euro-Dollar Loans that are Tranche A Conventional Loans or would result from such Incremental Commitment or from borrowing the Incremental Tranche B Conventional Loans, as applicable, then outstanding (vior, in either case, at such earlier time as is agreed to by the Borrower and the Administrative Agent), the Borrower shall prepay such Group of Loans in its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Conventional Loans of the applicable Class from the applicable Banks in proportion to their respective Commitments of such Class after giving effect to such increase, until such time as all outstanding Conventional Loans of such Class are held by the applicable Banks in such proportion. Notwithstanding anything to the contrary herein, (i) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (designation of any Person as such date may be extended a Bank pursuant to this Section 2.152.1(d) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent consent of the Incremental CommitmentAdministrative Agent, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval which shall not be unreasonably withheld or delayed; provided that no such consent shall be required if such Person is an affiliate of a Bank whose credit rating(s) and shall become a party to from S&P and/or Moody’s are not lower than those of such Bank (or whose obligations under this Agreement are guaranteed by completing and delivering an affiliate whose credit rating(s) from S&P and/or Moody’s are not lower than those of such Bank) or if such Person was a Bank immediately prior to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder designation; and (ii) Schedule 1.1 no such Person designated as a Bank pursuant to this Section 2.1(d) shall be deemed to have been amended to reflect the Commitment Borrower or any of such Eligible Assignee as provided the Borrower’s affiliates or Subsidiaries or a Defaulting Bank or any of its Subsidiaries or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan Documentsclause (ii) or a natural person.

Additional Commitments. At any time and from time to time on and after the Effective Date and prior to the Final Maturity Date Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (as in the case of an existing Lender) or assume a Commitment (in the case of any other lending institution) and, in the sole discretion of each such date may be extended pursuant to Section 2.15)Lender or other institution, the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant Lender or other institution may agree to an Incremental Commitment herein called “Incremental Loans”)so commit; provided, however, provided that (i) no Incremental Commitment shall be less than $5,000,000Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to any such request shall be in an aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed amount of at least $10,000,000, 9,000,000 and (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, aggregate increase in the Total Commitment Amount pursuant to this Section 1.16 shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property75,000,000. Parent, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred Corp. and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender or other lending institution (each, an "Assuming Lender") which agrees to the extent of increase its Incremental Commitment) existing, or assume, a Commitment shall execute and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering deliver to the Administrative Agent a duly executed accession agreement Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a form reasonably satisfactory new Assuming Lender, assumption of, such Lender's Commitment to be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each Borrower shall, in coordination with the Administrative Agent and the Borrower Lenders, repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (an “Accession Agreement”after giving effect to any increase thereof). Upon It is hereby agreed that any breakage costs of the effectiveness type described in Section 1.12 incurred by the Lenders in connection with the repayment of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to Revolving Loans contemplated by this Agreement and Section 1.16 shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations for the account of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan Documentsrespective Borrowers.

Additional Commitments. At (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior to the Final Maturity Date to request (so long as such date may be extended pursuant to Section 2.15), the Borrower may, by written notice (an “Increase Request”no Default or Event of Default is then in existence or would result therefrom) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request on one or more occasions that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” one or more existing Lenders provide Additional Commitments; it being understood and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); providedagreed, however, that (i) no Incremental Commitment existing Lender shall be less than $5,000,000obligated to provide an Additional Commitment as a result of any request by the Company unless it agrees in its sole discretion to do so, (ii) until such time, if any, as (x) such existing Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the aggregate Incremental Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.17(b) and (y) such other conditions set forth in Section 1.17(b) shall have been satisfied, such existing Lender shall not be obligated to make Loans or issue, or participate in, Letters of Credit, in excess of the amounts provided for herein, immediately before giving effect to such Additional Commitments requested provided by the Borrower hereunder shall in no event exceed $10,000,000such existing Lender pursuant to this Section 1.17, (iii) after giving effect to all Incremental Commitments requested by any existing Lender may provide an Additional Commitment without the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser consent of (x) $50,000,000 or (y) 50% of the Appraised Value of the Propertyany other Lender, (iv) the proceeds aggregate amount of Additional Commitments provided pursuant to this Section 1.17 shall not exceed $250,000,000, with up to the full amount of the Incremental Loans shall only Commitment available to be used in compliance with Section 2.6for Letters of Credit and up to half of the Commitment available to be used for Loans, (v) no Event of Default all up-front fees payable to any Additional Commitment Lender shall have occurred and be continuing on as set forth in the date on which any Incremental relevant Additional Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental LoansAgreement, (vi) if, on or after the Incremental Loans shall bear tenth Business Day following the same interest rate and shall have request by the same Maturity Date (as such date may be extended Company of the then existing Lenders to provide Additional Commitments pursuant to this Section 2.15) and amortization schedule as 1.17 on the Initial Loans hereunder (i.e., there shall terms to be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditionsapplicable thereto, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees Company has not received Additional Commitments in an aggregate amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the that amount of the Mortgage) Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the Borrower, request provided by the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory Company to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering to as provided above), then the Administrative Agent a duly executed accession agreement in a form Company may request Additional Commitments from Persons which are reasonably satisfactory acceptable to the Administrative Agent and each Fronting Lender in an aggregate amount equal to such deficiency on terms which are no more favorable in any respect than the Borrower (an “Accession Agreement”). Upon terms offered to the effectiveness of any Accession Agreement to which any Eligible Assignee is a partyexisting Lenders, (ivii) such Eligible Assignee shall thereafter be deemed to be all Additional Commitments provided on a party given date pursuant to this Agreement Section 1.17 shall have the same terms and conditions as all then existing Commitments and shall be entitled added to all rights, benefits and privileges accorded a Lender and subject to all obligations such existing Commitments in accordance with clause (b) of a Lender hereunder this Section 1.17 below and (iiviii) Schedule 1.1 all actions taken by the Company pursuant to this Section 1.17 shall be deemed to have been amended to reflect done in coordination with the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan DocumentsAdministrative Agent.

Additional Commitments. At (a) The Company shall have the right at any time and from time to time after the Restatement Effective Date and prior to the Final Maturity Date to request (so long as such date may be extended no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more Additional Commitment Banks (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to Section 2.15), the Borrower may, by written notice clause (an “Increase Request”vi) to the Administrative Agent (which shall promptly deliver copies to the Lendersbelow) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” provide Additional Commitments; it being understood and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); providedagreed, however, that (i) no Incremental Additional Commitment Bank shall be less than $5,000,000obligated to provide an Additional Commitment as a result of any request by the Company, (ii) until such time, if any, as (x) such Additional Commitment Bank has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the aggregate Incremental Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Additional Commitment Bank shall not be obligated to make Revolving Loans or participate in Letters of Credit, in excess of the amounts provided for herein, before giving effect to such Additional Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000provided pursuant to this Section 1.16, (iii) after giving effect any Additional Commitment Bank (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, clause (vi) below) may so provide an Additional Commitment without the Incremental Loans shall bear consent of any other Additional Commitment Bank (it being understood and agreed that the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery consent of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity each Letter of each existing Lender and Eligible Assignee Credit Issuer (such consent (in either case) not to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become be required if any such Additional Commitments are to be provided by a party Person which is not already an Additional Commitment Bank), (iv) (x) each provision of Additional Commitments on a given date pursuant to this Agreement Section 1.16 shall be in a minimum aggregate amount (for all Additional Commitment Banks (including, in the circumstances contemplated by completing clause (vi) below, banks or other financial institutions who will become Additional Commitment Banks)) of at least $1,000,000 and delivering (y) the aggregate amount of Additional Commitments provided pursuant to this Section 1.16 shall not exceed $100,000,000, (v) the up-front fees payable to any Person providing an Additional Commitment in accordance with this Section 1.16 shall be as set forth in the relevant Additional Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Company of the then existing Additional Commitment Banks to provide Additional Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, the Company has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the notice provided by the Company to the Administrative Agent a duly executed accession agreement as provided above), then the Company may request Additional Commitments from other banks or financial institutions (unless otherwise agreed by the Company and the Administrative Agent) in a form reasonably satisfactory an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the Administrative Agent existing Additional Commitment Banks, and (vii) all actions taken by the Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party Company pursuant to this Agreement and Section 1.16 shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect done in coordination with the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan DocumentsAdministrative Agent.

Additional Commitments. At any Upon the request of Administrative Borrower ---------------------- from time prior to time after the Maturity Closing Date (as such date and in accordance with Section 15.1, ------------ Additional Commitments hereunder may be extended pursuant issued to Section 2.15), the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders or New Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); provided, however, that (i) no Incremental Commitment shall Administrative Borrower may not request Additional -------- ------- Commitments be less than $5,000,000issued during the continuance of a Default or Event of Default; and provided, (ii) the aggregate Incremental further, that Administrative Borrower may not request Additional -------- ------- Commitments requested by the Borrower hereunder shall in no event which exceed $10,000,000, (iii) after giving effect to all Incremental 25,000,000 in the aggregate. Persons not then Lenders may be included as New Lenders having Additional Commitments requested by with the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% written approval of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or declineAgent, in its sole discretion, . Prior to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement Additional Commitments, Administrative Borrower shall (a) provide revised projections to Agent and Lenders, which any Eligible Assignee is a partyshall be in form and substance satisfactory to the Agent and which shall demonstrate Borrowers' ability to timely repay all Obligations hereunder after the issuance of such Additional Commitments and to comply with the covenants contained in Section 7.20 hereof, (ib) provide Agent with all other information that it may reasonably request, and (c) pay to Agent, for its own account or the account of the New Lender, as may be determined by Agent, such Eligible Assignee arrangement and upfront fees as may be required by Agent in connection with the issuance of the Additional Commitment. Each Lender or New Lender issuing an Additional Commitment shall thereafter execute and deliver to Agent an Assumption Agreement prior to the effectiveness of such Additional Commitment. Funds advanced under any Additional Commitments shall for all purposes constitute Advances and be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender Obligations hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect under the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan Documents.

Additional Commitments. At (a) So long as the Additional Commitment Requirements are satisfied at the time of the delivery of the written notice referred to below and on the respective Additional Commitment Date, Furniture Brands shall have the right, at any time and from time to time within one year following the Effective Date, and upon at least 15 days prior written notice to the Maturity Date Administrative Agent, to request on one or more occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as such date may be extended provided below) provide Additional Commitments and subject to the applicable terms and conditions contained in this Agreement and consistent with the amount of Additional Commitments so provided, make Revolving Loans pursuant to Sections 1.01(a) and 1.01(c) and purchase participations in Letters of Credit pursuant to Section 2.15)2.04, the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” it being understood and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); providedagreed, however, that (i) no Incremental Commitment Lender shall be less than obligated to provide an Additional Commitment, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.14(b) and (y) such other conditions set forth in Section 1.14(b) shall have been satisfied, such Lender shall not be obligated to fund any Revolving Loans, or participate in any Letters of Credit, in excess of the amounts provided for in Section 1.01(a), 1.01(c) and/or 2.01(c), as the case may be, before giving effect to such Additional Commitments provided pursuant to this Section 1.14, (iii) any Lender (or, in the circumstances contemplated by clause (vii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Commitment without the consent of any other Lender (other than, in the circumstances contemplated by clause (viii) below, the Administrative Agent and each Issuing Lender), (iv) each provision of Additional Commitments on a given date pursuant to this Section 1.14 shall be in integral multiples (in the aggregate for all Lenders (including, in the circumstances contemplated by clause (vii) below, Eligible Transferees who will become Lenders)) of at least $5,000,000, (iiv) the aggregate Incremental amount of all Additional Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect permitted to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount be provided pursuant to this Section 1.14 shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans70,000,000, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant fees payable to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there any Lender providing an Additional Commitment shall be no required prepayments prior to as set forth in the Maturity Daterelevant Additional Commitment Agreement, except upon acceleration pursuant to Article VII) and (vii) if, after Furniture Brands has requested the Incremental then existing Lenders (other than Defaulting Lenders) to provide Additional Commitments and pursuant to this Section 1.14 on the Incremental Loans shall terms to be subject to such other terms and conditionsapplicable thereto, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees Furniture Brands has not received Additional Commitments in an aggregate amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the that amount of the Mortgage) Additional Commitments which Furniture Brands desires to obtain pursuant to such request (as set forth in the Borrower, the Incremental Lenders and notice provided by Furniture Brands to the Administrative Agent as provided above), then Furniture Brands may agree. Each Incremental Loan and request Additional Commitments from Persons which would qualify as Eligible Transferees hereunder in aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Transferee in any respect than the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (terms offered to the extent of its Incremental Commitment) and Lenders, provided that any such Additional Commitments provided by any such Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that Transferee which is not already a Lender shall be satisfactory to in integral multiples (for such Eligible Transferee) of at least $1,000,000, (viii) no Person (including any existing Lender and any Eligible Transferee which was not already a Lender) may provide an Additional Commitment unless approved by each of the Administrative Agent (whose and each Issuing Lender, provided that such approval shall not be unreasonably withheld or delayed) and shall become a party required with respect to this Agreement any Additional Commitment assumed by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a partyexisting Non-Defaulting Lender, (iix) the interest rate applicable to Revolving Loans made pursuant to such Eligible Assignee Additional Commitments shall thereafter be deemed the same as the interest rate applicable at such time to be a party other Revolving Loans made pursuant to this Agreement and (x) all actions taken by Furniture Brands pursuant to this Section 1.14(a) shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect done in coordination with the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan DocumentsAdministrative Agent.

Additional Commitments. At any Company may from time prior to time, by notice to Administrative Agent, request that, on the terms and subject to the Maturity Date (as such date may be extended pursuant conditions contained in this Agreement, Lenders and/or other financial institutions not then a party to Section 2.15)this Agreement, the Borrower may, that are approved by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies such approval not to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant unreasonably withheld or delayed), provide up to an Incremental Commitment herein called “Incremental Loans”)aggregate amount of $10,000,000 in additional Revolving Loan Commitments; provided, however, PROVIDED that (i) no Incremental Commitment shall be less than $5,000,000, (ii) the aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser Event of (x) $50,000,000 Default or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Potential Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate additional Revolving Loan Commitments. Upon receipt of such notice and shall have the same Maturity Date (an Officer's Certificate as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent satisfaction of the Incremental Commitmentforegoing condition, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity use all commercially reasonable efforts to arrange for Lenders or other financial institutions approved of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the by Administrative Agent (whose such approval shall not to be unreasonably withheld or delayed) to provide such additional Revolving Loan Commitments. Alternatively, any Lender may commit to provide the full amount of the requested additional Revolving Loan Commitments and then offer portions of such additional Revolving Loan Commitments to the other Lenders or other financial institutions, subject to the approval of Administrative Agent (such approval not to be unreasonably withheld or delayed). Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Revolving Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Revolving Loan Commitments on the terms and conditions set forth herein, (i) the aggregate amount of the Revolving Loan Commitments shall become a party be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) the Pro Rata Shares of the respective Lenders in respect of the Revolving Loan Commitments shall be proportionally adjusted, (iii) if necessary, at such time and in such manner as Company and Administrative Agent shall agree, the Lenders who have in their sole discretion agreed to provide such additional Revolving Loan Commitments shall purchase and assume outstanding Loans and participations in outstanding Letters of Credit so as to cause the amount of such Loans and participations in Letters of Credit held by each Lender to conform to the respective percentages of the applicable Revolving Loan Commitments of the Lenders as so adjusted, and (iv) Company shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement by completing and delivering to the or any other Loan Document as Administrative Agent a duly may reasonably request. In connection with the additional Revolving Loan Commitments provided for in this subsection 2.1A(iv), conforming amendments shall be made to this Agreement and the other Loan Documents to reflect such additional Revolving Loans Commitments, including, without limitation, if applicable, conforming amendments: (i) to provide for the additional Revolving Loans Commitments to share ratably in the benefits of this Agreement and the other Loan Documents (including the accrued interest in respect thereof) with the other Loans made under this Agreement, (ii) to Sections 1 and 2 to provide, among other things, for the additional Revolving Loan Commitments to share ratably with the applicable Loans in the application of prepayments, and (iii) to include Lenders of the additional Revolving Loan Commitments in any determination of Lenders, Requisite Lenders, Requisite Class Lenders and Pro Rata Share. Any such amendment shall become effective when executed accession agreement in a form reasonably satisfactory to by the Administrative Agent and the Borrower (an “Accession Agreement”)each Lender providing such additional Revolving Loan Commitments. Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to Notwithstanding anything in this Agreement expressed or implied to the contrary (including, without limitation in subsection 10.6), nothing herein shall be construed to require consent from Lenders that are not lenders of such additional Revolving Loan Commitments to the incurrence of the additional Revolving Loan Commitments in compliance with this subsection 2.1A(iv), and shall be entitled supersede any provisions in subsection 10.6 to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan Documentscontrary.

Additional Commitments. At any time and from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (as in the case of an existing Lender) or assume a Commitment (in the case of any other lending institution) and, in the sole discretion of each such date may be extended pursuant to Section 2.15)Lender or other institution, the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant Lender or other institution may agree to an Incremental Commitment herein called “Incremental Loans”)so commit; provided, however, provided that (i) no Incremental Commitment shall be less than $5,000,000Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to any such request shall be in an aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed amount of at least $10,000,000, 16,000,000 and (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, aggregate increase in the Total Commitment Amount pursuant to this Section 1.16 shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property175,000,000. Parent, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred Corp. and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender or other lending institution (each, an "Assuming Lender") which agrees to the extent of increase its Incremental Commitment) existing, or assume, a Commitment shall execute and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering deliver to the Administrative Agent a duly executed accession agreement Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a form reasonably satisfactory new Assuming Lender, assumption of, such Lender's Commitment to be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each Borrower shall, in coordination with the Administrative Agent and the Borrower Lenders, repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (an “Accession Agreement”after giving effect to any increase thereof). Upon It is hereby agreed that any breakage costs of the effectiveness type described in Section 1.12 incurred by the Lenders in connection with the repayment of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to Revolving Loans contemplated by this Agreement and Section 1.16 shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations for the account of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan Documentsrespective Borrowers.

Additional Commitments. (i) At any time following the Fourth Amendment Effective Date, the Borrower may by written notice to the Administrative Agent elect to request an increase to any existing Class of Revolving Facility Commitments (any such increase, the “Additional Revolving Facility Commitments”) and/or the Term B Loan Commitments (any such increase, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”). Such notice shall (A) specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (B) offer each Revolving Facility Lender (in the case of Additional Revolving Facility Commitments) and/or Term B Loan Lender (in the case of Additional Term Loan Commitments) the right to increase its Revolving Facility Commitment and/or Term B Loan Commitment, as applicable, on a pro rata basis; provided that with respect to an Additional Revolving Facility Commitment in an amount not greater than $50 million, (x) the notice specified in clause (A) can be made at any time on or prior to the Maturity proposed Increased Amount Date and (as y) there shall be no requirement to offer such date may be extended increase to each Revolving Facility Lender pursuant to Section 2.15clause (B). The Borrower shall notify the Administrative Agent in writing of the identity of each Revolving Facility Lender, the Borrower may, by written notice (an “Increase Request”) Term B Loan Lender or other financial institution reasonably acceptable to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called each, an “Incremental CommitmentAdditional Revolving Facility Lender,” and any loans made pursuant to an Incremental Commitment herein called “Incremental LoansAdditional Term Loan Lender” or generally, an “Additional Lender”); provided, however, that (i) no Incremental Commitment shall be less than $5,000,000, (ii) the aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of Additional Commitments have been (in accordance with the requested Incremental Commitments be prior sentence) allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”)allocations; provided, however, provided that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Additional Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan DocumentsAdditional Commitment.

Additional Commitments. At (a) The Borrower shall have the right at any time and from time to time after the Restatement Effective Date and prior to the Final Maturity Date to request (so long as such date may be extended no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more Additional Commitment Banks (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to Section 2.15), the Borrower may, by written notice clause (an “Increase Request”vi) to the Administrative Agent (which shall promptly deliver copies to the Lendersbelow) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” provide Additional Commitments; it being understood and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); providedagreed, however, that (i) no Incremental Additional Commitment Bank shall be less than $5,000,000obligated to provide an Additional Commitment as a result of any request by the Borrower, (ii) until such time, if any, as (x) such Additional Commitment Bank has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the aggregate Incremental Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Additional Commitment Bank shall not be obligated to make Revolving Loans or participate in Letters of Credit, in excess of the amounts provided for herein, before giving effect to such Additional Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000provided pursuant to this Section 1.16, (iii) after giving effect any Additional Commitment Bank (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, clause (vi) below) may so provide an Additional Commitment without the Incremental Loans shall bear consent of any other Additional Commitment Bank (it being understood and agreed that the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery consent of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity each Letter of each existing Lender and Eligible Assignee Credit Issuer (such consent (in either case) not to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become be required if any such Additional Commitments are to be provided by a party Person which is not already an Additional Commitment Bank), (iv) (x) each provision of Additional Commitments on a given date pursuant to this Agreement Section 1.16 shall be in a minimum aggregate amount (for all Additional Commitment Banks (including, in the circumstances contemplated by completing clause (vi) below, banks or other financial institutions who will become Additional Commitment Banks)) of at least $1,000,000 and delivering (y) the aggregate amount of Additional Commitments provided pursuant to this Section 1.16 shall not exceed $100,000,000, (v) the up-front fees payable to any Person providing an Additional Commitment in accordance with this Section 1.16 shall be as set forth in the relevant Additional Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Borrower of the then existing Additional Commitment Banks to provide Additional Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, the Borrower has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower to the Administrative Agent a duly executed accession agreement as provided above), then the Borrower may request Additional Commitments from other banks or financial institutions (unless otherwise agreed by the Borrower and the Administrative Agent) in a form reasonably satisfactory an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the Administrative Agent existing Additional Commitment Banks, and (vii) all actions taken by the Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party pursuant to this Agreement and Section 1.16 shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect done in coordination with the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan DocumentsAdministrative Agent.

Additional Commitments. At vii) So long as the Additional Dollar Facility Revolving Loan Commitment Requirements are satisfied at the time of the delivery of the written notice referred to below, BFPH shall have the right at any time and from time to time and upon at least 15 days prior to the Maturity Date (as such date may be extended pursuant to Section 2.15), the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent Agent, to request on one or more occasions that one or more Lenders (and/or one or more other Persons which shall promptly deliver copies will become Lenders as provided below) provide Additional Dollar Facility Revolving Loan Commitments and, subject to the Lenders) request that the Total Commitment Amount be increased by applicable terms and conditions contained in this Agreement and consistent with the amount specified in such notice (any such increase herein called an “Incremental Commitment” and any loans made of Additional Dollar Facility Revolving Loan Commitments so provided, make Dollar Facility Revolving Loans pursuant to an Incremental Commitment herein called “Incremental Loans”Sections 1.01(c)(i) and 1.01(e)(i); provided, it being understood and agreed, however, that (i) no Incremental Commitment Lender shall be less than $5,000,000obligated to provide an Additional Dollar Facility Revolving Loan Commitment as a result of any request by BFPH, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Dollar Facility Revolving Loan Commitment and executed and delivered to the aggregate Incremental Administrative Agent an Additional Dollar Facility Revolving Loan Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Lender shall not be obligated to fund any Dollar Facility Revolving Loans, or participate in any Dollar Facility Letters of Credit, in excess of the amounts provided for in Section 1.01(c)(i), 1.01(e)(i) and/or 2.03, as the case may be, before giving effect to such Additional Dollar Facility Revolving Loan Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000provided pursuant to this Section 1.16, (iii) after giving effect to all Incremental Commitments requested any Lender (or, in the circumstances contemplated by clause (vii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Dollar Facility Revolving Loan Commitment without the Borrower hereunderconsent of any other Lender (other than, in the circumstances contemplated by clause (viii) below, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the PropertyAdministrative Agent, Chase and each Issuing Lender), (iv) each provision of Additional Dollar Facility Revolving Loan Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Lenders (including, in the proceeds circumstances contemplated by clause (vii) below, Eligible Transferees who will become Lenders)) of the Incremental Loans shall only be used in compliance with Section 2.6at least $25,000,000, (v) no Event the aggregate amount of Default all Additional Dollar Facility Revolving Loan Commitments permitted to be provided pursuant to this Section 1.16 shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loansnot exceed $50,000,000, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant fees payable to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there any Lender providing an Additional Dollar Facility Revolving Loan Commitment shall be no required prepayments prior to as set forth in the Maturity Daterelevant Additional Dollar Facility Revolving Loan Commitment Agreement, except upon acceleration pursuant to Article VII) and (vii) if, after BFPH has requested the Incremental then existing Lenders (other than Defaulting Lenders) to provide Additional Dollar Facility Revolving Loan Commitments and pursuant to this Section 1.16 on the Incremental Loans shall terms to be subject to such other terms and conditionsapplicable thereto, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees BFPH has not received Additional Dollar Facility Revolving Loan Commitments in an aggregate amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the that amount of the Mortgage) Additional Dollar Facility Revolving Loan Commitments which BFPH desires to obtain pursuant to such request (as set forth in the Borrower, the Incremental Lenders and notice provided by BFPH to the Administrative Agent as provided above), then BFPH may agree. Each Incremental request Additional Dollar Facility Revolving Loan and Commitments from Persons which would qualify as Eligible Transferees hereunder in aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Transferee in any respect than the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (terms offered to the extent of its Incremental Commitment) and Lenders, PROVIDED that any such Additional Dollar Facility Revolving Loan Commitments provided by any such Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that Transferee which is not already a Lender shall be satisfactory to in a minimum amount (for such Eligible Transferee) of at least $5,000,000, (viii) no Person (including any existing Lender and any Eligible Transferee which was not already a Lender) may provide an Additional Dollar Facility Revolving Loan Commitment unless approved each of the Administrative Agent (whose Agent, Chase and each Issuing Lender, provided that such approval shall not be unreasonably withheld or delayedrequired with respect to any Additional Dollar Facility Revolving Loan Commitment assumed by an existing Non-Defaulting Lender which already has a Revolving Loan Commitment (before giving effect to its Additional Dollar Facility Revolving Loan Commitment assumed pursuant to this Section 1.16) and shall become a party (ix) all actions taken by BFPH pursuant to this Agreement by completing and delivering to Section 1.16(a) shall be done in coordination with the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan DocumentsAgent.

Additional Commitments. At any time prior following the date hereof, the Borrower may by written notice to the Maturity Date Administrative Agent elect to request an increase to the existing Class B Revolving Facility Commitments (as any such date may be extended pursuant to increase, the “Additional Revolving Facility Commitments”) and/or the Class B Term Loan Commitments (any such increase, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”), by an amount not in excess of, when aggregated with the amount of Permitted Notes issued in reliance on Section 2.156.01(w)(i), the Borrower maysum of (x) $400.0 million plus (y) $300.4 million which was exercised on the date hereof, by written in the aggregate or a lesser amount in integral multiples of $10.0 million. For the avoidance of doubt, $400.0 million of such amount shall be available as of the date hereof after giving effect to this Agreement. Such notice shall (A) specify the date (an “Increase RequestIncreased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not less than five (5) Business Days (or, in the case of the exercise on the date hereof, one (1) Business Day) after the date on which such notice is delivered to the Administrative Agent and (B) offer each Revolving Facility Lender (in the case of Additional Revolving Facility Commitments) and/or Term Loan Lender (in the case of Additional Term Loan Commitments) the right to increase its Class B Revolving Facility Commitment and/or Class B Term Loan Commitment, as applicable, on a pro rata basis. The Borrower shall notify the Administrative Agent in writing of the identity of each Revolving Facility Lender, Term Loan Lender or other financial institution reasonably acceptable to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called each, an “Incremental CommitmentAdditional Revolving Facility Lender,” and any loans made pursuant to an Incremental Commitment herein called “Incremental LoansAdditional Term Loan Lender” or generally, an “Additional Lender”); provided, however, that (i) no Incremental Commitment shall be less than $5,000,000, (ii) the aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of Additional Commitments have been (in accordance with the requested Incremental Commitments be prior sentence) allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”)allocations; provided, however, provided that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Additional Commitments may elect or decline, in its sole discretion, to provide all or any portion an Additional Commitment. Such Additional Commitments shall become effective as of such Incremental Commitment offered to it Increased Amount Date, and in the case of Additional Term Loan Commitments, such Additional Term Loans in respect hereof (C“Additional Term Loans”) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory made on such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Additional Commitments and Loans; (2) such increase in the Class B Revolving Facility Commitments and/or the Class B Term Loan Commitments shall be evidenced by one or more joinder agreements executed and delivered to the Administrative Agent (whose approval by each Additional Lender, as applicable, and each shall not be unreasonably withheld or delayed) and recorded in the register, each of which shall become a party to this Agreement by completing and delivering be subject to the Administrative Agent a duly executed accession agreement requirements set forth in a form reasonably satisfactory to the Administrative Agent Section 2.17(e); and (3) the Borrower (an “Accession Agreement”). Upon shall make any payments required pursuant to Section 2.16 in connection with the effectiveness provisions of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Additional Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan Documents.

Additional Commitments. At any time and from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (as in the case of an existing Lender) or assume a Commitment (in the case of any other lending institution) and, in the sole discretion of each such date may be extended pursuant to Section 2.15)Lender or other institution, the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant Lender or other institution may agree to an Incremental Commitment herein called “Incremental Loans”)so commit; provided, however, provided that (i) no Incremental Commitment shall be less than $5,000,000Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to any such request shall be in an aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed amount of at least $10,000,000, 9,000,000 and (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, aggregate increase in the Total Commitment Amount pursuant to this Section 1.16 shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the Appraised Value of the Property75,000,000. Parent, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred Corp. and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender or other lending institution (each, an "Assuming Lender") which agrees to the extent of increase its Incremental Commitment) existing, or assume, a Commitment shall execute and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering deliver to the Administrative Agent a duly executed accession agreement Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a form reasonably satisfactory new Assuming Lender, assumption of, such Lender's Commitment to be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each Borrower shall, in coordination with the Administrative Agent and the Borrower Lenders, repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (an “Accession Agreement”after giving effect to any increase thereof). Upon It is hereby agreed that any breakage costs of the effectiveness type described in Section 1.12 incurred by the Lenders in connection with the repayment of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to Revolving Loans contemplated by this Agreement and Section 1.16 shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations for the account of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan Documentsrespective Borrowers.

Additional Commitments. At any time prior Subject to the Maturity Date (terms and conditions set forth herein, so long as such date may be extended pursuant to Section 2.15), the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” and any loans made pursuant to an Incremental Commitment herein called “Incremental Loans”); provided, however, that (i) no Incremental Commitment shall be less than $5,000,000, (ii) the aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 Default or (y) 50% of the Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on continuing, the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and Company shall have the same Maturity right during the period from the Closing Date (as such until the date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments one Business Day prior to the Maturity Date, except upon acceleration pursuant to Article VIIincur additional Indebtedness under this Credit Agreement in the form of one or more increases to the Aggregate U.S. Revolving Committed Amount (the “Additional Commitments”) by an aggregate amount of up to FIVE HUNDRED MILLION DOLLARS ($500,000,000). The following terms and conditions shall apply to all Additional Commtiments: (a) the loans made under any such Additional Commitment shall constitute Borrower Obligations, (b) such Additional Commitment shall have the same terms (including interest rate) as the existing Loans, (c) any Lender providing such Additional Commitment shall be entitled to the same voting rights as the existing Lenders and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Commitment shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Commitment shall be in a minimum principal amount of $100,000,000 and integral multiples of $1,000,000 in excess thereof, (f) the proceeds of any Loans under any Additional Commitment will be used for general corporate purposes of the Company, including without limitation, the repurchase of the Company’s shares, (g) the Company shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Commitments, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (viii) the Incremental Administrative Agent shall have received from the Company (i) updated financial projections and an officer’s certificate demonstrating that, after giving effect to any such Additional Commitment, the Company will be in compliance with the financial covenants set forth in Section 6.6, (ii) copies of resolutions of the board of directors or comparable managing body of the Company approving the Additional Commitments and the Incremental Loans shall transactions contemplated thereby, as may be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and reasonably requested by the Administrative Agent may agreeand (iii) a favorable legal opinion of counsel to the Company relating to such Additional Commitments, in each case in form and substance satisfactory to the Administrative Agent. Each Incremental Loan and the collateral therefor will Participation in any Additional Commitment shall be pari passu with the Intial Loan. Each Increase Request shall specify the identity of offered first to each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (existing Lenders, but each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, have no obligation to provide all or any portion of any such Incremental Additional Commitment. If the amount of any Additional Commitment offered requested by the Company shall exceed the commitments which the existing Lenders are willing to it provide with respect to such Additional Commitment, then the Company may invite other banks, financial institutions and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be satisfactory investment funds reasonably acceptable to the Administrative Agent (whose approval to join this Credit Agreement as Lenders hereunder for the portion of such Additional Commitment not taken by existing Lenders; provided that such other banks, financial institutions and investment funds shall not be unreasonably withheld or delayed) and shall become a party enter into such joinder agreements to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to give effect thereto as the Administrative Agent and the Borrower Company may reasonably request. The existing Lenders shall make such assignments (an “Accession Agreement”which assignments shall not be subject to the requirements set forth in Section 9.5(c)) of the outstanding Loans and Participation Interests to the Lenders providing any Additional Commitment so that, after giving effect to such assignments, each Lender (including the Lenders providing the Additional Commitments) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations. Upon The Administrative Agent is authorized to enter into, on behalf of the effectiveness Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders shall constitute Lenders, for purposes of this Agreement and all other Loan DocumentsAdditional Commitment.