AS A "COMMITMENT INCREASE DATE"), AND AT
SUCH TIME (A) THE REVOLVING COMMITMENTS UNDER, AND FOR ALL PURPOSES OF, THIS
AGREEMENT SHALL BE INCREASED BY THE AGGREGATE AMOUNT OF SUCH COMMITMENT
INCREASES, (B) SCHEDULE 2.01 SHALL BE DEEMED MODIFIED, WITHOUT FURTHER ACTION,
TO REFLECT THE REVISED REVOLVING COMMITMENTS OF THE LENDERS, AND (C) THIS
AGREEMENT SHALL BE DEEMED AMENDED, WITHOUT FURTHER ACTION, TO THE EXTENT
NECESSARY TO REFLECT SUCH INCREASED REVOLVING COMMITMENTS.
(IV)
IN CONNECTION WITH COMMITMENT INCREASES HEREUNDER, THE LENDERS AND
THE BORROWER AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, (A) THE BORROWER SHALL, IN COORDINATION WITH THE ADMINISTRATIVE
AGENT, (X) REPAY OUTSTANDING REVOLVING LOANS OF CERTAIN LENDERS, AND OBTAIN
REVOLVING LOANS FROM CERTAIN OTHER LENDERS (INCLUDING THE ADDITIONAL COMMITMENT
LENDERS), (Y) CONSENT TO THE ASSIGNMENT FROM ANY EXISTING LENDERS TO ANY
ADDITIONAL COMMITMENT LENDERS OF A PORTION OF THE TERM LOANS AND TERM LOAN
COMMITMENTS, AND (Y) TAKE SUCH OTHER ACTIONS AS REASONABLY MAY BE REQUIRED BY
THE ADMINISTRATIVE AGENT, IN EACH CASE TO THE EXTENT NECESSARY SO THAT ALL OF
THE LENDERS EFFECTIVELY PARTICIPATE IN EACH OF THE OUTSTANDING REVOLVING LOANS
AND TERM LOANS PRO RATA ON THE BASIS OF THEIR RESPECTIVE COMMITMENTS (DETERMINED
AFTER GIVING EFFECT TO ANY INCREASE OR DECREASE IN THE COMMITMENTS PURSUANT TO
THIS SECTION 2.10(D)) AS REQUIRED PURSUANT TO SECTION 9.04(B)(III) HEREOF, AND
(B) THE BORROWER SHALL PAY TO THE LENDERS ANY COSTS OF THE TYPE REFERRED TO IN
SECTION 2.17 IN CONNECTION WITH ANY REPAYMENT AND/OR LOANS REQUIRED PURSUANT TO
PRECEDING CLAUSE (A).
WITHOUT LIMITING THE OBLIGATIONS OF THE BORROWER PROVIDED
FOR IN THIS SECTION 2.10(D), THE ADMINISTRATIVE AGENT AND THE LENDERS AGREE THAT
THEY WILL USE THEIR BEST EFFORTS TO ATTEMPT TO MINIMIZE
7
THE COSTS OF THE TYPE REFERRED TO IN SECTION 2.17 WHICH THE BORROWER WOULD
OTHERWISE INCUR IN CONNECTION WITH THE IMPLEMENTATION OF AN INCREASE IN THE
REVOLVING COMMITMENTS.
E.
THE PROVISIONS OF SECTION 2.12(A) ARE HEREBY DELETED IN THEIR
ENTIRETY AND THE FOLLOWING SUBSTITUTED IN THEIR STEAD:
(A)
OPTIONAL PREPAYMENTS.
THE BORROWER SHALL HAVE THE RIGHT AT ANY TIME AND
FROM TIME TO TIME TO PREPAY ANY REVOLVING LOANS IN WHOLE OR IN PART, SUBJECT TO
THE REQUIREMENTS OF THIS SECTION.
THE BORROWER MAY NOT VOLUNTARILY PREPAY THE
TERM LOANS WITHOUT THE CONSENT OF THE ADMINISTRATIVE AGENT AND THE REQUIRED
LENDERS UNLESS EITHER (I) PRIOR THERETO OR CONTEMPORANEOUSLY THEREWITH THE
REVOLVING COMMITMENTS ARE TERMINATED AND ALL OTHER OBLIGATIONS ARE OR HAVE BEEN
PAID IN FULL, OR (II) SUCH PREPAYMENT IS TO BE MADE FROM SOURCES OTHER THAN
(A) THE PROCEEDS OF THE MORTGAGED PROPERTY OR (B) THE PROCEEDS OF OTHER
COLLATERAL SOLD OR DISPOSED OF OUTSIDE OF THE ORDINARY COURSE OF BUSINESS, OR,
(C) UNLESS THE PROVISIONS OF SECTION 5.13(F) HAVE BEEN SATISFIED, ANY REVOLVING
LOANS, AND THE AVERAGE LIQUIDATION VALUE OF THE THEN MORTGAGED PROPERTIES IS
EQUAL TO OR GREATER THAN $275,000,000.
F.
THE PROVISIONS OF SECTION 2.12(C) ARE HEREBY AMENDED BY ADDING
THE WORDS "(OTHER THAN NET PROCEEDS FROM THE