Common use of Additional Loan Commitments Clause in Contracts

Additional Loan Commitments. (a) Borrower may, from time to time, up to a maximum of three (3) requests, request the Lenders to increase their Revolving Commitments, so as to increase the Revolving Commitment Amount to an amount no greater than the sum of (1) the Accordion Amount plus (2) $150,000,000. The increase in the Revolving Commitment Amount pursuant to any such particular request shall be at least an amount (the “Minimum Request”) equal to the lesser of (x) $10,000,000 or (y) the Accordion Amount less all previous increases in the Revolving Commitment Amount pursuant to this Section. Borrower shall make each such request by giving notice to Agent no later than forty-five (45) days prior to the Accordion Expiration Date, which notice shall set forth the amount (which shall be no less than the Minimum Request) of the requested increase in the Revolving Commitment Amount (the “Requested Increase”) and such other details with respect to such increase as Agent shall reasonably request. Agent will use commercially reasonable efforts, with the assistance of Borrower, to arrange a syndicate of Lenders with Revolving Commitments (including the then-existing Revolving Commitments) aggregating the then existing Revolving Commitment Amount plus the Requested Increase. Upon receipt of notice as aforesaid from Borrower, Agent shall promptly send a copy of such notice to each Lender and shall request that each Lender increase its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase (the “First Solicitation”). Each Lender shall have the right, but not the obligation, to increase its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase, and shall have a period of fifteen (15) days from the First Solicitation to notify Agent whether or not such Lender elects so to increase its Revolving Commitment. Any Lender that fails to respond to the First Solicitation in writing within such fifteen (15)-day period will be deemed to have elected not to increase its Revolving Commitment. If all Lenders elect to increase their respective Revolving Commitments by amounts equal to their respective Commitment Percentages of the Requested Increase, Agent shall so notify Borrower, Agent and each of the Lenders, and Borrower shall proceed in accordance with Section 3.6(b) below. If any Lender (any such Lender, a “Declining Bank”) shall not elect or shall be deemed to have elected not to increase its Revolving Commitment as aforesaid, (i) the amount of such Declining Lender’s Revolving Commitment shall be unchanged, (ii) Agent shall notify Borrower and each of the Lenders as to which Lenders have elected to increase their Revolving Commitments and by what amounts and (iii) if Borrower so requests, Agent shall use commercially reasonable efforts to either (A) solicit from the Lenders that elected to increase their respective Revolving Commitments a further increase in their Revolving Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lenders’ Commitment Percentage of the Requested Increase (the “Shortfall”) or (B) submit a list of proposed syndicate members that are not then a party to this Agreement to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments in an amount equal to the Shortfall. From and after the Accordion Expiration Date, Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except to the extent that Agent may be continuing to use commercially reasonable efforts to satisfy any Requested Increase that is timely given in accordance with this Section 3.6(a). (b) In connection with increases to the Revolving Commitments of some or all of the Lenders as provided in Section 3.6(a) above, Borrower shall execute supplemental Notes (the “Supplemental Notes”) evidencing such increases, as well as such other confirmatory modifications to this Agreement as Agent shall reasonably request. In connection with the addition of lenders as a result of solicitations by Agent pursuant to clause (B) of Section 3.6(a) above (“New Lenders”), Borrower, Agent and each New Lender shall execute an acceptance letter in the form of Exhibit F (“Acceptance Letter”). Borrower shall execute a Note payable to each New Lender in the amount of the New Lender’s Revolving Commitment (a “New Note”) and Borrower and Agent (with the consent of only the New Lenders and those Lenders increasing their Revolving Commitments) shall execute such confirmatory modifications to this Agreement as Agent shall reasonably request, whereupon the New Lender shall become, and have the rights and obligations of, a “Lender”, with a Revolving Commitment in the amount set forth in such Acceptance Letter. The Lenders shall have no right of approval with respect to a New Lender’s becoming a Lender or the amount of its Revolving Commitment. Each Supplemental Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the “Note” for all purposes of this Agreement. (c) If at the time a New Lender becomes a Lender (or a Lender increases its Revolving Commitment) pursuant to this Section there is any principal outstanding under the Note of the previously admitted Lenders (the “Existing Lenders”), such New Lender (or Lender increasing its Revolving Commitment) shall remit to Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Revolving Commitment of the New Lender (or the amount of the increase in the Revolving Commitment of a Lender increasing its Revolving Commitment), which amount shall be deemed advanced under the Revolving Commitment of the New Lender (or the Lender increasing its Revolving Commitment). Agent shall pay such amount to the Existing Lenders in accordance with the Existing Lenders’ respective Commitment Percentages (as calculated immediately prior to the admission of the New Lender (or the increase in a Lender’s Revolving Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Notes of the Existing Lenders. For purposes of this Section, the term “Outstanding Percentage” means the ratio of (i) the aggregate outstanding principal amount under all of the Notes of the Existing Lenders, immediately prior to the admission of the New Lender (or the increase in the Revolving Commitment of a Lender), to (ii) the aggregate of the Revolving Commitments of the Existing Lenders (as increased pursuant to this Section, if applicable) and the New Lenders.

Additional Loan Commitments. (a) At any time prior to the second anniversary of the date of this Agreement, Borrower may, from time to time, up to a maximum of three may request that (3i) requests, request the Lenders to Banks increase their Revolving Commitmentsrespective Loan Commitments and/or (ii) New Banks be procured, so as to increase the Revolving Total Loan Commitment Amount by an aggregate amount of up to an amount no greater than $25,000,000 (the sum of (1) the "Accordion Amount plus (2) $150,000,000Amount"), all as provided in this Section. The Such increase in the Revolving Commitment Amount pursuant to any such particular request shall be at least an amount (conditioned on Borrower's addition of a Property as security for the “Minimum Request”) equal to payment and performance of the lesser of (x) $10,000,000 or (y) the Accordion Amount less all previous increases Obligations in the Revolving Commitment Amount pursuant to this Sectionaccordance with Section 12.06. Borrower shall make each such request by giving notice to Agent no later than forty-five (45) days prior to the Accordion Expiration DateAdministrative Agent, which notice shall set forth identify the amount (which property that Borrower proposes to add as a Property and shall be no less than the Minimum Request) of the requested increase in the Revolving Commitment Amount (the “Requested Increase”) accompanied by such documents and such other details information with respect to such increase property as Administrative Agent shall reasonably request. Agent will use commercially reasonable efforts, with the assistance of Borrower, to arrange a syndicate of Lenders with Revolving Commitments (including the then-existing Revolving Commitments) aggregating the then existing Revolving Commitment Amount plus the Requested Increase. Upon receipt of notice as aforesaid such notice, documents and information from Borrower, Administrative Agent shall promptly send a copy of such notice copies thereof to each Lender then-existing Bank (each, an "Existing Bank") and shall request that each Lender Bank notify Administrative Agent as to whether or not it agrees to accept such property (the "Property Approval Request") and whether or not it agrees to increase its Revolving Loan Commitment by an amount equal to its Commitment Percentage Pro Rata Share of the Requested Increase Accordion Amount upon the addition of such property as a Property in accordance with Section 12.06 (the “First Solicitation”"Commitment Increase Request"). Each Lender shall have the right, but not the obligation, to increase its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase, and Bank shall have a period of fifteen (15) business days from its receipt of the First Solicitation Property Approval Request and the Commitment Increase Request to notify Administrative Agent whether or not such Lender elects so Bank agrees to (i) accept the proposed property and/or (ii) increase its Revolving CommitmentLoan Commitment as aforesaid. Any Lender Bank that fails to respond to the First Solicitation in writing Property Approval Request or the Commitment Increase Request within such fifteen (15)-day 15)-business day period will be deemed not to have elected agreed to accept the proposed property or not to have agreed to increase its Revolving Loan Commitment, as the case may be. Upon its receipt of such notices from all of the Banks, and in any event upon the expiration of such fifteen (15)-business day period, Administrative Agent will notify (the "Bank Response Notice") Borrower and the Banks as to (x) which Banks have approved and which Banks have not approved (or are deemed not to have approved) the proposed property and (y) which Banks have agreed to increase their respective Loan Commitments as aforesaid and which Banks have not agreed (or are deemed not to have agreed) to increase their respective Loan Commitments as aforesaid. (A) If any Bank (each, a "Disapproving Bank") shall not agree or shall be deemed not to have agreed to accept the proposed property, such property will not be added as a Property and the proposed increase in the Total Loan Commitment will not be consummated, subject, however, to Borrower's right to substitute another financial institution for a Disapproving Bank in accordance with the provisions of paragraph (d) below. (B) If all Lenders Banks agree to accept the proposed property and all Banks elect to increase their respective Revolving Loan Commitments by amounts equal to their respective Commitment Percentages Pro Rata Shares of the Requested IncreaseAccordion Amount, Agent shall the Loan Commitment of each Bank will be so notify Borrower, Agent and each of the Lendersincreased, and Borrower the parties shall proceed in accordance with Section 3.6(bparagraph (b) below. . (C) If all Banks agree to accept the proposed property, but any Lender Bank (any such LenderBank, a “"Declining Bank”") shall not elect or shall be deemed to have elected not to increase its Revolving Loan Commitment as aforesaid, (i) the amount of such Declining Lender’s Revolving Bank's Loan Commitment shall be unchanged, unchanged and (ii) Agent shall notify Borrower shall, at its option (to be promptly exercised by notice to Administrative Agent) either (x) withdraw its request to add a property and each of increase the Lenders Total Loan Commitment, in which case the increase to the Total Loan Commitment will not be consummated, (y) accept an increase in the Total Loan Commitment in an amount equal to the Accordion Amount less the Shortfall (as to defined below), in which Lenders have elected case the Banks who agreed to increase their Revolving Commitments commitments shall do so and by what amounts and the parties shall proceed in accordance with paragraph (iiib) if Borrower so requests, below or (z) request that Administrative Agent shall use commercially reasonable efforts to either (A1) solicit from the Lenders Banks that elected to increase their respective Revolving Loan Commitments a further increase in their Revolving Loan Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lenders’ Commitment Percentage Banks' Pro Rata Shares of the Requested Increase requested increase (the “"Shortfall”") or and/or (B2) submit to Borrower a list of proposed syndicate members that are not then a party to this Agreement ("New Banks") to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments in an amount equal to the Shortfall. From Administrative Agent will promptly undertake the action directed by Borrower. Administrative Agent will consult with Borrower and after Borrower will cooperate with Administrative Agent in the Accordion Expiration Datelatter's solicitation of Loan Commitments from New Banks. If any of the Existing Banks agrees to increase its Loan Commitment and/or New Banks agree to make Loan Commitments, Agent shall have no further obligation to syndicate then the Facility or to obtain or accept any additional Revolving Commitments except to the extent that Agent may be continuing to use commercially reasonable efforts to satisfy any Requested Increase that is timely given parties will proceed in accordance with this Section 3.6(a)paragraph (b) below. (b) In connection with increases to the Revolving Loan Commitments of some or all of the Lenders Existing Banks as provided in Section 3.6(aparagraph (a) above, Borrower shall execute supplemental Notes (the “"Supplemental Notes”") evidencing such increases, as well as and Borrower, Administrative Agent and the Banks shall execute such other confirmatory modifications to this Agreement as Administrative Agent shall reasonably request. In connection with the addition of lenders New Banks as Banks as a result of solicitations by Administrative Agent pursuant to clause as provided in paragraph (Ba) of Section 3.6(a) above (“New Lenders”)above, Borrower, Administrative Agent and each New Lender Bank shall execute an acceptance letter Acceptance Letter in the form of Exhibit F EXHIBIT H (“an "Acceptance Letter”"). , Borrower shall execute a Note payable to each New Lender Bank in the amount of the New Lender’s Revolving Bank's Loan Commitment (a “"New Note”") and Borrower Borrower, Administrative Agent and Agent (with the consent of only the New Lenders and those Lenders increasing their Revolving Commitments) Banks shall execute such confirmatory modifications to this Agreement as Administrative Agent shall reasonably request, whereupon the New Lender Bank shall become, and have the rights and obligations of, a “Lender”"Bank", with a Revolving Loan Commitment in the amount set forth in such Acceptance Letter. The Lenders Banks shall have no right of approval with respect to a New Lender’s Bank's becoming a Lender Bank or the amount of its Revolving Loan Commitment. Each Supplemental Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the “a "Note” " for all purposes of this Agreement. (c) If at the time a New Lender Bank becomes a Lender Bank (or a Lender an Existing Bank increases its Revolving Loan Commitment) pursuant to this Section there is any principal outstanding under the Note Notes of the previously admitted Lenders (the “Existing Lenders”)Banks, such New Lender Bank (or Lender Existing Bank increasing its Revolving Loan Commitment) shall remit to Administrative Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Revolving Loan Commitment of the New Lender Bank (or the amount of the increase in the Revolving Loan Commitment of a Lender an Existing Bank increasing its Revolving Loan Commitment), which amount shall be deemed advanced under the Revolving Commitment Loan of the New Lender Bank (or the Lender Existing Bank increasing its Revolving Loan Commitment). Administrative Agent shall pay such amount to the Existing Lenders Banks in accordance with the Existing Lenders’ Banks' respective Commitment Percentages Pro Rata Shares (as calculated immediately prior to the admission of the New Lender Bank (or the increase in a Lender’s Revolving an Existing Bank's Loan Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Notes of the Existing Lenders. For purposes of this Section, the term “Outstanding Percentage” means the ratio of (i) the aggregate outstanding principal amount under all of the Notes of the Existing Lenders, immediately prior to the admission of the New Lender (or the increase in the Revolving Commitment of a Lender), to (ii) the aggregate of the Revolving Commitments of the Existing Lenders (as increased pursuant to this Section, if applicable) and the New Lenders.such

Additional Loan Commitments. (a) Borrower may, from time to time, up to a maximum of three (3) requests, request the Lenders to increase their Revolving Commitments, so as to increase the Revolving Commitment Amount to an amount no greater than the sum of (1) the Accordion Amount plus (2) $150,000,000. The increase in the Revolving Commitment Amount pursuant to any such particular request shall be at least an amount (the “Minimum Request”) equal to the lesser of (x) $10,000,000 or (y) the Accordion Amount less all previous increases in the Revolving Commitment Amount pursuant to this Section. Borrower shall make each such request by giving notice to Agent no later than forty-five (45) days prior to the Accordion Expiration Date, which notice shall set forth the amount (which shall be no less than the Minimum Request) of the requested increase in the Revolving Commitment Amount (the “Requested Increase”) and such other details with respect to such increase as Agent shall reasonably request. Agent will use commercially reasonable efforts, with the assistance of Borrower, to arrange a syndicate of Lenders with Revolving Commitments (including the then-existing Revolving Commitments) aggregating the then existing Revolving Commitment Amount plus the Requested Increase. Upon receipt of notice as aforesaid from Borrower, Agent shall promptly send a copy of such notice to each Lender and shall request that each Lender increase its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase (the “First Solicitation”). Each Lender shall have the right, but not the obligation, to increase its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase, and shall have a period of fifteen (15) days from the First Solicitation to notify Agent whether or not such Lender elects so to increase its Revolving Commitment. Any Lender that fails to respond to the First Solicitation in writing within such fifteen (15)-day period will be deemed to have elected not to increase its Revolving Commitment. If all Lenders elect to increase their respective Revolving Commitments by amounts equal to their respective Commitment Percentages of the Requested Increase, Agent shall so notify Borrower, Agent and each of the Lenders, and Borrower shall proceed in accordance with Section 3.6(b) below. If any Lender (any such Lender, a “Declining Bank”) shall not elect or shall be deemed to have elected not to increase its Revolving Commitment as aforesaid, (i) the amount of such Declining Lender’s Revolving Commitment shall be unchanged, (ii) Agent shall notify Borrower and each of the Lenders as to which Lenders have elected to increase their Revolving Commitments and by what amounts and (iii) if Borrower so requests, Agent shall use commercially reasonable efforts to either (A) solicit from the Lenders that elected to increase their respective Revolving Commitments a further increase in their Revolving Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lenders’ Commitment Percentage of the Requested Increase (the “Shortfall”) or (B) submit a list of proposed syndicate members that are not then a party to this Agreement to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments in an amount equal to the Shortfall. From and after the Accordion Expiration Date, Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except to the extent that Agent may be continuing to use commercially reasonable efforts to satisfy any Requested Increase that is timely given in accordance with this Section 3.6(a). (b) In connection with increases to the Revolving Commitments of some or all of the Lenders as provided in Section 3.6(a) above, Borrower shall execute supplemental Notes (the “Supplemental Notes”) evidencing such increases, as well as such other confirmatory modifications to this Agreement as Agent shall reasonably request. In connection with the addition of lenders as a result of solicitations by Agent pursuant to clause (B) of Section 3.6(a) above (“New Lenders”), Borrower, Agent and each New Lender shall execute an acceptance letter in the form of Exhibit F (“Acceptance Letter”). Borrower shall execute a Note payable to each New Lender in the amount of the New Lender’s Revolving Commitment (a “New Note”) and Borrower and Agent (with the consent of only the New Lenders and those Lenders increasing their Revolving Commitments) shall execute such confirmatory modifications to this Agreement as Agent shall reasonably request, whereupon the New Lender shall become, and have the rights and obligations of, a “Lender”, with a Revolving Commitment in the amount set forth in such Acceptance Letter. The Lenders shall have no right of approval with respect to a New Lender’s becoming a Lender or the amount of its Revolving Commitment. Each Supplemental Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the “Note” for all purposes of this Agreement. (c) If at the time a New Lender becomes a Lender (or a Lender increases its Revolving Commitment) pursuant to this Section there is any principal outstanding under the Note of the previously admitted Lenders (the “Existing Lenders”), such New Lender (or Lender increasing its Revolving Commitment) shall remit to Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Revolving Commitment of the New Lender (or the amount of the increase in the Revolving Commitment of a Lender increasing its Revolving Commitment), which amount shall be deemed advanced under the Revolving Commitment of the New Lender (or the Lender increasing its Revolving Commitment). Agent shall pay such amount to the Existing Lenders in accordance with the Existing Lenders’ respective Commitment Percentages (as calculated immediately prior to the admission of the New Lender (or the increase in a Lender’s Revolving Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Notes of the Existing Lenders. For purposes of this Section, the term “Outstanding Percentage” means the ratio of (i) the aggregate outstanding principal amount under all of the Notes of the Existing Lenders, immediately prior to the admission of the New Lender (or the increase in the Revolving Commitment of a Lender), to (ii) the aggregate of the Revolving Commitments of the Existing Lenders (as increased pursuant to this Section, if applicable) and the New Lenders.

Additional Loan Commitments. (a) So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower may, from time upon 30 days' prior written notice to time, up to a maximum of three (3) requeststhe Administrative Agent, request on one or more occasions that (i) the Revolving Commitment, the commitment available for Term A Loans or both be increased (PROVIDED such increase shall be in a minimum aggregate amount for all Lenders (including Eligible Assignees who will become Lenders) of at least $5,000,000), or (ii) that the Lenders participate in a new credit facility hereunder (the " TERM C FACILITY"); PROVIDED that no Lender shall be under any obligation to increase their Revolving Commitments, so as to such Commitment or participate in such Incremental Term C Facility. The aggregate amount of (y) any increase in the Revolving Commitment, the commitment available for Term A Loans or both (the "COMMITMENT INCREASE AMOUNT"), and (z) the amount of the Incremental Term C Facility, shall not exceed $100,000,000. Such notice shall (A) specify the requested Commitment Increase Amount or the requested amount of the Incremental Term C Facility, as the case may be; (B) specify the applicable Facility or Facilities to an amount no greater which such Commitment Increase Amount is to apply, and if more than one Facility, the sum Commitment Increase Amount in respect of each such Facility; (C) specify the effective date of such Commitment increase or Incremental Term C Facility, which date shall not be less than 60 nor more than 90 days following the date of such written notice; and (D) include financial projections satisfactory to the Administrative Agent (a copy of which shall be provided to the Lenders) which evidence that, after giving effect to the Commitment Increase Amount or the Incremental Term C (1) the Accordion Amount plus amount of the Incremental Term C Facility shall be the amount in respect of which the Lenders and any other financial institutions which becomes a Incremental Term C Lender pursuant to SECTION 2.8(d) have agreed to participate in accordance with this SECTION 2.8(a); (2) $150,000,000. The increase the Borrower shall use the proceeds of any loans under the Incremental Term C Facility solely for the purpose or purposes agreed to by the Lenders who agree to participate in the Revolving Commitment Amount Incremental Term C Facility and the other financial institutions which become Incremental Term C Lenders pursuant to any such particular request SECTION 2.8(d); (3) the Incremental Term C Facility shall be at least an made in Dollars, shall not revolve and any amount repaid or prepaid under the Incremental Term C Facility cannot be reborrowed and shall reduce the Incremental Term C Commitment by the amount repaid or prepaid, as the case may be; (the “Minimum Request”) equal to the lesser of (x) $10,000,000 or (y4) the Accordion Amount less all previous increases in Loans outstanding under the Revolving Commitment Amount pursuant Incremental Term C Facility shall have a weighted average life to this Section. Borrower shall make each such request by giving notice to Agent no later than forty-five (45) days prior to the Accordion Expiration Date, which notice shall set forth the amount (which shall be no maturity not less than the Minimum Request) weighted average life to maturity of the requested increase Term A Facility and shall mature no earlier than the Term A Loan Maturity Date in respect of the Revolving Commitment Amount Term A Facility; and (the “Requested Increase”5) and such other details terms and conditions agreed to by the Borrower and the Lenders who have agreed to participate in accordance with respect this SECTION 2.8 and the other financial institutions who have become Lenders pursuant to such increase SECTION 2.8(d), which terms and conditions (other than provisions relating to interest and fees) shall not, taken as Agent shall reasonably request. Agent will use commercially reasonable effortsa whole, with in any event, be more onerous or more extensive than the assistance of Borrower, to arrange a syndicate of Lenders with Revolving Commitments (including the then-existing Revolving Commitments) aggregating the then existing Revolving Commitment Amount plus the Requested Increaseterms and conditions set out in this Agreement. Upon receipt of notice such request the Administrative Agent shall, as aforesaid from Borrowersoon as reasonably practicable, Agent shall promptly send a copy notify the applicable Lenders of such notice request. (b) Each applicable Lender shall advise the Administrative Agent in writing as to each Lender and shall request that each Lender whether it consents to such requested increase its Revolving Commitment or participation, as the case may be, within 30 days of receipt by an amount equal to its Commitment Percentage the Administrative Agent from the Borrower of the Requested Increase (notice requesting such increase or participation, as the “First Solicitation”). Each Lender shall have the right, but not the obligation, to increase its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase, and shall have a period of fifteen (15) days from the First Solicitation to notify Agent whether or not such Lender elects so to increase its Revolving Commitment. Any Lender that fails to respond to the First Solicitation in writing within such fifteen (15)-day period will be deemed to have elected not to increase its Revolving Commitment. If all Lenders elect to increase their respective Revolving Commitments by amounts equal to their respective Commitment Percentages of the Requested Increase, Agent shall so notify Borrower, Agent and each of the Lenders, and Borrower shall proceed in accordance with Section 3.6(b) belowcase may be. If any Lender (any does not provide such Lendernotice within such time, a “Declining Bank”) shall not elect or such Lender shall be deemed to have elected not to increase its Revolving Commitment as aforesaid, refused the applicable request. Not more than two (2) Business Days following (i) the amount last day for receipt by the Administrative Agent of such Declining Lender’s Revolving Commitment shall be unchanged, notices or (ii) if all such relevant Lenders shall have provided such notice, the day on which the last of such notices shall have been received by the Administrative Agent, the Administrative Agent shall notify advise the Borrower and each such Lender, with respect to each such Lender, whether such Lender has consented to the requested Commitment Increase Amount or request to participate in the Incremental Term C Facility, as the case may be, or has refused, or is deemed to have refused, such requested Commitment Increase Amount or request to participate in the Incremental Term C Facility, as the case may be, and of the aggregate amount by which those Lenders as consenting to which Lenders such Commitment Increase Amount have elected to increase their Revolving Commitments and by what amounts and (iii) if Borrower so requests, Agent shall use commercially reasonable efforts to either (A) solicit from the Lenders that elected agreed to increase their respective Revolving Commitments a further increase in their Revolving Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lenders’ Commitment Percentage of the Requested Increase (the “Shortfall”) or (B) submit a list of proposed syndicate members that are not then a party to this Agreement to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments in an amount equal to the Shortfall. From and after the Accordion Expiration Date, Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except to the extent that Agent may be continuing to use commercially reasonable efforts to satisfy any Requested Increase that is timely given in accordance with this Section 3.6(a). (b) In connection with increases to the Revolving Commitments of some or all of the Lenders as provided in Section 3.6(a) above, Borrower shall execute supplemental Notes (the “Supplemental Notes”) evidencing such increases, as well as such other confirmatory modifications to this Agreement as Agent shall reasonably request. In connection with the addition of lenders as a result of solicitations by Agent pursuant to clause (B) of Section 3.6(a) above (“New Lenders”), Borrower, Agent and each New Lender shall execute an acceptance letter participate in the form of Exhibit F (“Acceptance Letter”). Borrower shall execute a Note payable to each New Lender in the amount of the New Lender’s Revolving Commitment (a “New Note”) and Borrower and Agent (with the consent of only the New Lenders and those Lenders increasing their Revolving Commitments) shall execute such confirmatory modifications to this Agreement as Agent shall reasonably request, whereupon the New Lender shall become, and have the rights and obligations of, a “Lender”, with a Revolving Commitment in the amount set forth in such Acceptance Letter. The Lenders shall have no right of approval with respect to a New Lender’s becoming a Lender or the amount of its Revolving Commitment. Each Supplemental Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the “Note” for all purposes of this AgreementIncremental Term C Facility. (c) If at the time a New Lender becomes a Lender (or a Lender increases its Revolving Commitment) pursuant Subject to this Section there is any principal outstanding under the Note of the previously admitted Lenders (the “Existing Lenders”SECTION 2.8(e), such New Lender (or Lender increasing its Revolving Commitment) shall remit to Agent in the event that the Borrower has requested an amount equal to the Outstanding Percentage (as defined below) multiplied by increase of the Revolving Commitment of the New Lender (or the amount of the increase in the Revolving Commitment of a Lender increasing its Revolving Commitment), which amount shall be deemed advanced under the Revolving Commitment of the New Lender (or the Lender increasing its Revolving Commitment). Agent shall pay such amount to the Existing Lenders in accordance with the Existing Lenders’ respective Commitment Percentages (as calculated immediately prior to the admission of the New Lender (or the increase in a Lender’s Revolving Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Notes of the Existing Lenders. For purposes of this Section, the term “Outstanding Percentage” means the ratio of (i) the aggregate outstanding principal amount under all of the Notes of the Existing Lenders, immediately prior to the admission of the New Lender (or the increase in the Revolving Commitment of a Lender), to (ii) the aggregate of the Revolving Commitments of the Existing Lenders (as increased commitment available for Term A Loans pursuant to this Section, if applicable) and the New Lenders.to

Additional Loan Commitments. (a) Borrower may, from At any time to time, up to a maximum of three (3) requests, request on and after the Lenders to increase their Revolving Commitments, so as to increase the Revolving Commitment Amount to an amount no greater than the sum of (1) the Accordion Amount plus (2) $150,000,000. The increase in the Revolving Commitment Amount pursuant to any such particular request shall be at least an amount (the “Minimum Request”) equal to the lesser of (x) $10,000,000 or (y) the Accordion Amount less all previous increases in the Revolving Commitment Amount pursuant to this Section. Borrower shall make each such request by giving notice to Agent no later than forty-five (45) days Effective Date and prior to the Accordion Expiration Revolving Loan Maturity Date, which notice shall set forth the amount Borrower may request one or more Lenders, or other lending institutions, to assume an additional Commitment (which shall be no less than the Minimum Request) of the requested increase in the Revolving Commitment Amount (the “Requested Increase”"Additional Commitment") and such other details with respect to such increase as Agent shall reasonably request. Agent will use commercially reasonable efforts, with the assistance of Borrower, to arrange a syndicate of Lenders with Revolving Commitments (including the then-existing Revolving Commitments) aggregating the then existing Revolving Commitment Amount plus the Requested Increase. Upon receipt of notice as aforesaid from Borrower, Agent shall promptly send a copy of such notice to each Lender and shall request that each Lender increase its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase (the “First Solicitation”). Each Lender shall have the right, but not the obligation, to increase its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase, and shall have a period of fifteen (15) days from the First Solicitation to notify Agent whether or not such Lender elects so to increase its Revolving Commitment. Any Lender that fails to respond make Committed Loans to the First Solicitation Borrower as provided in writing within such fifteen (15)-day period will be deemed to have elected not to increase its Revolving Commitment. If all Lenders elect to increase their respective Revolving Commitments by amounts equal to their respective Commitment Percentages of the Requested Increase, Agent shall so notify Borrower, Agent and each of the Lenders, and Borrower shall proceed Section 2.02 in accordance with Section 3.6(b) below. If any Lender (any such Lender, a “Declining Bank”) shall not elect or shall be deemed to have elected not to increase its Revolving Commitment as aforesaid, (i) the amount of such Declining Lender’s Revolving Additional Commitment shall be unchangedand in the sole discretion of each such Lender or other lending institution, any such Lender or other lending institution may agree to so commit; provided that (i) no Default or Event of Default then exists or would result therefrom, (ii) Agent each requested Additional Commitment shall notify Borrower and each of the Lenders as to which Lenders have elected to increase their Revolving Commitments and by what amounts and (iii) if Borrower so requests, Agent shall use commercially reasonable efforts to either (A) solicit from the Lenders that elected to increase their respective Revolving Commitments a further increase in their Revolving Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lenders’ Commitment Percentage of the Requested Increase (the “Shortfall”) or (B) submit a list of proposed syndicate members that are not then a party to this Agreement to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments in an amount equal to at least $5,000,000, and (iii) after giving effect to each such increase, the Shortfallsum of the total aggregate amount of the Lenders' Commitments does not exceed $700,000,000; provided, that if the Borrower shall make any such request of a lending institution that is not a Lender or an Affiliate of a Lender at the time of such request, the Borrower shall obtain the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld. From The Borrower and after the Accordion Expiration Date, Agent each such Lender or other lending institution (each an "Assuming Lender") which agrees to assume an Additional Commitment shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except execute and deliver to the extent that Administrative Agent may be continuing to use commercially reasonable efforts to satisfy any Requested Increase that is timely given in accordance with this Section 3.6(a). (b) In connection with increases to the Revolving Commitments of some or all of the Lenders as provided in Section 3.6(a) above, Borrower shall execute supplemental Notes (the “Supplemental Notes”) evidencing such increases, as well as such other confirmatory modifications to this an Additional Commitment Assumption Agreement as Agent shall reasonably request. In connection with the addition of lenders as a result of solicitations by Agent pursuant to clause (B) of Section 3.6(a) above (“New Lenders”), Borrower, Agent and each New Lender shall execute an acceptance letter substantially in the form of Exhibit F (“Acceptance Letter”). Borrower shall execute a Note payable to each New Lender in the amount of the New Lender’s Revolving Commitment (a “New Note”) and Borrower and Agent C (with the consent increase in or, in the case of only an Assuming Lender that is not then a Lender, assumption of such Assuming Lender's Commitment to be effective upon delivery of such Additional Commitment Assumption Agreement to the New Lenders and those Lenders increasing their Revolving CommitmentsAdministrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each delivery to it of an Additional Commitment Assumption Agreement. Upon the delivery to the Administrative Agent of each Additional Commitment Assumption Agreement, (x) shall execute such confirmatory modifications Schedule I to this Agreement as Agent shall reasonably request, whereupon the New Lender shall become, and have the rights and obligations of, a “Lender”, with a Revolving Commitment in the amount set forth in such Acceptance Letter. The Lenders shall have no right of approval with respect to a New Lender’s becoming a Lender or the amount of its Revolving Commitment. Each Supplemental Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the “Note” for all purposes of this Agreement. (c) If at the time a New Lender becomes a Lender (or a Lender increases its Revolving Commitment) pursuant to this Section there is any principal outstanding under the Note of the previously admitted Lenders (the “Existing Lenders”), such New Lender (or Lender increasing its Revolving Commitment) shall remit to Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Revolving Commitment of the New Lender (or the amount of the increase in the Revolving Commitment of a Lender increasing its Revolving Commitment), which amount shall be deemed advanced under to be modified to reflect the Revolving Commitment Additional Commitments of such Assuming Lenders, (y) if requested by such Assuming Lender, the New Lender (or the Lender increasing its Revolving Commitment). Agent Borrower shall pay such amount to the Existing Lenders deliver a promissory note in accordance with the Existing Lenders’ respective Commitment Percentages (as calculated immediately prior to the admission terms of the New Lender (or the increase in a Lender’s Revolving Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Notes of the Existing Lenders. For purposes of this Section, the term “Outstanding Percentage” means the ratio of (i) the aggregate outstanding principal amount under all of the Notes of the Existing Lenders, immediately prior to the admission of the New Lender (or the increase in the Revolving Commitment of a Lender), to (ii) the aggregate of the Revolving Commitments of the Existing Lenders (as increased pursuant to this Section, if applicable) and the New Lenders.Section 2.09

Additional Loan Commitments. (a) Borrower may, from time to time, up to a maximum of three (3) requests, request the Lenders Banks to increase their Revolving Loan Commitments, so as to increase the Revolving Total Loan Commitment Amount to an amount no greater than the sum of (1) the Accordion Amount plus (2) $150,000,000500,000,000 less (3) the amount of any reduction of the Total Loan Commitment pursuant to Section 2.10. The increase in the Revolving Total Loan Commitment Amount pursuant to any such particular request shall be at least an amount (the “Minimum Request”) equal to the lesser of (x) $10,000,000 50,000,000 or (y) the Accordion Amount less all previous increases in the Revolving Total Loan Commitment Amount pursuant to this Section. Borrower shall make each such request by giving notice to Syndication Agent no later than forty-five (45) days prior to the Accordion date (the “Syndication Expiration Date”) that is twenty-seven (27) months after the Closing Date, which notice shall set forth the amount (which shall be no less than the Minimum Request) of the requested increase in the Revolving Total Loan Commitment Amount (the “Requested Increase”) and such other details with respect to such increase as Syndication Agent shall reasonably request. Syndication Agent will use commercially reasonable efforts, with the assistance of Borrower, to arrange a syndicate of Lenders Banks with Revolving Loan Commitments (including the then-existing Revolving Loan Commitments) aggregating the then existing Revolving Total Loan Commitment Amount plus the Requested Increase. Upon receipt of notice as aforesaid from Borrower, Syndication Agent shall promptly send a copy of such notice to each Lender Bank and shall request that each Lender Bank increase its Revolving Loan Commitment by an amount equal to its Commitment Percentage Pro Rata Share of the Requested Increase (the “First Solicitation”). Each Lender Bank shall have the right, but not the obligation, to increase its Revolving Loan Commitment by an amount equal to its Commitment Percentage Pro Rata Share of the Requested Increase, and shall have a period of fifteen (15) days from the First Solicitation to notify Syndication Agent whether or not such Lender Bank elects so to increase its Revolving Loan Commitment. Any Lender Bank that fails to respond to the First Solicitation in writing within such fifteen (15)-day period will be deemed to have elected not to increase its Revolving Loan Commitment. If all Lenders Banks elect to increase their respective Revolving Loan Commitments by amounts equal to their respective Commitment Percentages Pro Rata Shares of the Requested Increase, Syndication Agent shall so notify Borrower, Administrative Agent and each of the LendersBanks, and Borrower shall proceed in accordance with Section 3.6(bparagraph (b) below. If any Lender Bank (any such LenderBank, a “Declining Bank”) shall not elect or shall be deemed to have elected not to increase its Revolving Loan Commitment as aforesaid, (i) the amount of such Declining LenderBank’s Revolving Loan Commitment shall be unchanged, (ii) Syndication Agent shall notify Borrower Borrower, Administrative Agent and each of the Lenders Banks as to which Lenders Banks have elected to increase their Revolving Loan Commitments and by what amounts and (iii) if Borrower so requests, Syndication Agent shall use commercially reasonable efforts to either (A) solicit from the Lenders Banks that elected to increase their respective Revolving Loan Commitments a further increase in their Revolving Loan Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining LendersBanks’ Commitment Percentage Pro Rata Shares of the Requested Increase (the “Shortfall”) or (B) submit a list of proposed syndicate members that are not then a party to this Agreement to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments in an amount equal to the Shortfall. From and after the Accordion Syndication Expiration Date, Syndication Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except to the extent that Agent may be continuing to use commercially reasonable efforts to satisfy any Requested Increase that is timely given in accordance with this Section 3.6(a)Loan Commitments. (b) In connection with increases to the Revolving Loan Commitments of some or all of the Lenders Banks as provided in Section 3.6(aparagraph (a) above, Borrower shall execute supplemental Ratable Loan Notes (the “Supplemental Notes”) evidencing such increases, as well as such other confirmatory modifications to this Agreement as Syndication Agent shall reasonably request. In connection with the addition of lenders as a result of solicitations by Syndication Agent pursuant to clause (B) of Section 3.6(aparagraph (a) above (“New LendersBanks”), Borrower, Administrative Agent and each New Lender Bank shall execute an acceptance letter Acceptance Letter in the form of Exhibit F (“Acceptance Letter”). EXHIBIT H, Borrower shall execute a Ratable Loan Note payable to each New Lender Bank in the amount of the New LenderBank’s Revolving Loan Commitment (a “New Note”) and Borrower and Administrative Agent (with the consent of only the New Lenders Banks and those Lenders Banks increasing their Revolving Loan Commitments) shall execute such confirmatory modifications to this Agreement as Administrative Agent shall reasonably request, whereupon the New Lender Bank shall become, and have the rights and obligations of, a “LenderBank”, with a Revolving Loan Commitment in the amount set forth in such Acceptance Letter. The Lenders Banks shall have no right of approval with respect to a New LenderBank’s becoming a Lender Bank or the amount of its Revolving Loan Commitment, provided, however, that Syndication Agent shall have such right of approval, not to be unreasonably withheld. Each Supplemental Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the “NoteRatable Loan Notes” for all purposes of this Agreement. (c) If at the time a New Lender Bank becomes a Lender Bank (or a Lender Bank increases its Revolving Loan Commitment) pursuant to this Section there is any principal outstanding under the Note Ratable Loan Notes of the previously admitted Lenders Banks (the “Existing LendersBanks”), such New Lender Bank (or Lender Bank increasing its Revolving Loan Commitment) shall remit to Administrative Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Revolving Loan Commitment of the New Lender Bank (or the amount of the increase in the Revolving Loan Commitment of a Lender Bank increasing its Revolving Loan Commitment), which amount shall be deemed advanced under the Revolving Commitment Ratable Loan of the New Lender Bank (or the Lender Bank increasing its Revolving Loan Commitment). Administrative Agent shall pay such amount to the Existing Lenders Banks in accordance with the Existing LendersBanks’ respective Commitment Percentages Pro Rata Shares (as calculated immediately prior to the admission of the New Lender Bank (or the increase in a LenderBank’s Revolving Loan Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Ratable Loan Notes of the Existing LendersBanks. For purposes of this Section, the term “Outstanding Percentage” means the ratio of (i) the aggregate outstanding principal amount under all of the Ratable Notes of the Existing LendersBanks, immediately prior to the admission of the New Lender Bank (or the increase in the Revolving Loan Commitment of a LenderBank), to (ii) the aggregate of the Revolving Loan Commitments of the Existing Lenders Banks (as increased pursuant to this Section, if applicable) and the New LendersBank.

Additional Loan Commitments. (a) Borrower may, from At any time to time, up to a maximum of three (3) requests, request on and after the Lenders to increase their Revolving Commitments, so as to increase the Revolving Commitment Amount to an amount no greater than the sum of (1) the Accordion Amount plus (2) $150,000,000. The increase in the Revolving Commitment Amount pursuant to any such particular request shall be at least an amount (the “Minimum Request”) equal to the lesser of (x) $10,000,000 or (y) the Accordion Amount less all previous increases in the Revolving Commitment Amount pursuant to this Section. Borrower shall make each such request by giving notice to Agent no later than forty-five (45) days Effective Date and prior to the Accordion Expiration Revolving Loan Maturity Date, which notice shall set forth the amount Borrower may request one or more Lenders, or other lending institutions, to assume an additional Commitment (which shall be no less than the Minimum Request) of the requested increase in the Revolving Commitment Amount (the “Requested Increase”"Additional Commitment") and such other details with respect to such increase as Agent shall reasonably request. Agent will use commercially reasonable efforts, with the assistance of Borrower, to arrange a syndicate of Lenders with Revolving Commitments (including the then-existing Revolving Commitments) aggregating the then existing Revolving Commitment Amount plus the Requested Increase. Upon receipt of notice as aforesaid from Borrower, Agent shall promptly send a copy of such notice to each Lender and shall request that each Lender increase its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase (the “First Solicitation”). Each Lender shall have the right, but not the obligation, to increase its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase, and shall have a period of fifteen (15) days from the First Solicitation to notify Agent whether or not such Lender elects so to increase its Revolving Commitment. Any Lender that fails to respond make Committed Loans to the First Solicitation Borrower as provided in writing within such fifteen (15)-day period will be deemed to have elected not to increase its Revolving Commitment. If all Lenders elect to increase their respective Revolving Commitments by amounts equal to their respective Commitment Percentages of the Requested Increase, Agent shall so notify Borrower, Agent and each of the Lenders, and Borrower shall proceed Section 2.02 in accordance with Section 3.6(b) below. If any Lender (any such Lender, a “Declining Bank”) shall not elect or shall be deemed to have elected not to increase its Revolving Commitment as aforesaid, (i) the amount of such Declining Lender’s Revolving Additional Commitment shall be unchangedand in the sole discretion of each such Lender or other lending institution, any such Lender or other lending institution may agree to so commit; provided that (i) no Default or Event of Default then exists or would result therefrom, (ii) Agent each requested Additional Commitment shall notify Borrower and each of the Lenders as to which Lenders have elected to increase their Revolving Commitments and by what amounts and (iii) if Borrower so requests, Agent shall use commercially reasonable efforts to either (A) solicit from the Lenders that elected to increase their respective Revolving Commitments a further increase in their Revolving Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lenders’ Commitment Percentage of the Requested Increase (the “Shortfall”) or (B) submit a list of proposed syndicate members that are not then a party to this Agreement to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments in an amount equal to at least $5,000,000, and (iii) after giving effect to each such increase, the Shortfallsum of the total aggregate amount of the Lenders' Commitments does not exceed $600,000,000; provided, that if the Borrower shall make any such request of a lending institution that is not a Lender or an Affiliate of a Lender at the time of such request, the Borrower shall obtain the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld. From The Borrower and after the Accordion Expiration Date, Agent each such Lender or other lending institution (each an "Assuming Lender") which agrees to assume an Additional Commitment shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except execute and deliver to the extent that Administrative Agent may be continuing to use commercially reasonable efforts to satisfy any Requested Increase that is timely given in accordance with this Section 3.6(a). (b) In connection with increases to the Revolving Commitments of some or all of the Lenders as provided in Section 3.6(a) above, Borrower shall execute supplemental Notes (the “Supplemental Notes”) evidencing such increases, as well as such other confirmatory modifications to this an Additional Commitment Assumption Agreement as Agent shall reasonably request. In connection with the addition of lenders as a result of solicitations by Agent pursuant to clause (B) of Section 3.6(a) above (“New Lenders”), Borrower, Agent and each New Lender shall execute an acceptance letter substantially in the form of Exhibit F (“Acceptance Letter”). Borrower shall execute a Note payable to each New Lender in the amount of the New Lender’s Revolving Commitment (a “New Note”) and Borrower and Agent C (with the consent increase in or, in the case of only an Assuming Lender that is not then a Lender, assumption of such Assuming Lender's Commitment to be effective upon delivery of such Additional Commitment Assumption Agreement to the New Lenders and those Lenders increasing their Revolving CommitmentsAdministrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each delivery to it of an Additional Commitment Assumption Agreement. Upon the delivery to the Administrative Agent of each Additional Commitment Assumption Agreement, (x) shall execute such confirmatory modifications Schedule 2.01 to this Agreement as Agent shall reasonably request, whereupon the New Lender shall become, and have the rights and obligations of, a “Lender”, with a Revolving Commitment in the amount set forth in such Acceptance Letter. The Lenders shall have no right of approval with respect to a New Lender’s becoming a Lender or the amount of its Revolving Commitment. Each Supplemental Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the “Note” for all purposes of this Agreement. (c) If at the time a New Lender becomes a Lender (or a Lender increases its Revolving Commitment) pursuant to this Section there is any principal outstanding under the Note of the previously admitted Lenders (the “Existing Lenders”), such New Lender (or Lender increasing its Revolving Commitment) shall remit to Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Revolving Commitment of the New Lender (or the amount of the increase in the Revolving Commitment of a Lender increasing its Revolving Commitment), which amount shall be deemed advanced under to be modified to reflect the Revolving Commitment Additional Commitments of such Assuming Lenders, (y) if requested by such Assuming Lender, the New Lender (or the Lender increasing its Revolving Commitment). Agent Borrower shall pay such amount to the Existing Lenders deliver a promissory note in accordance with the Existing Lenders’ respective Commitment Percentages (as calculated immediately prior to the admission terms of the New Lender (or the increase in a Lender’s Revolving Commitment))Section 2.09(e) evidencing such Additional Commitments, and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Notes of the Existing Lenders. For purposes of this Section, the term “Outstanding Percentage” means the ratio of (iz) the aggregate outstanding principal amount under all of the Notes of the Existing Lenders, immediately prior to the admission of the New Lender (or the increase in the Revolving Commitment of a Lender), to (ii) the aggregate of the Revolving Commitments of the Existing Lenders (as increased pursuant to this Section, if applicable) and the New Lenders.Borrower shall pay

Additional Loan Commitments. (a) Borrower may, from time to time, up but not more often than two (2) times prior to a maximum of three (3) requeststhe Maturity Date, request that Lender seek an increase to the Lenders to increase their Revolving Commitments, so as to increase the Revolving Commitment Amount to by an amount no greater than the sum of (1) the Accordion Amount plus (2) $150,000,000. The increase in the Revolving Commitment Amount pursuant to any such particular request shall be at least an amount 25,000,000 (the “Minimum RequestAccordion Amount”) equal to the lesser of (x) $10,000,000 or (y) the Accordion Amount less all previous increases in the Revolving Commitment Amount pursuant to this Section). Borrower shall make each such request by giving notice to Agent Lender no later than forty-five nine (459) days months prior to the Accordion Maturity Date (the "Syndication Expiration Date, ") which notice shall set forth the amount (which shall be no less than the Minimum Request) of the requested increase increased dollar amount, in the Revolving Commitment Amount minimum amount of $12,500,000 (the “"Requested Increase”") and such other details with respect to such increase increased request as Agent Lender shall reasonably request. Agent If there is a Requested Increase, the Requested Increase shall require one or more “Accordion Participant Financial Institutions” (as defined below) to comprise 100% of the Requested Increase and to execute documentation prepared by and satisfactory to the Lender (collectively, the “New Lenders”), for its/their portion of the Requested Increase which together with the Commitment shall in no event exceed $60,000,000 (the “Conditional Increased Commitment”). Borrower shall not request any Requested Increase for a period of one hundred twenty (120) days following the closing of a Conditional Increased Commitment. The Lender will use commercially reasonable efforts, efforts with the assistance of and at the cost to the Borrower, to arrange one or more financial institutions, which financial institutions must be organized under the laws of and in good standing in the United States of America, have a syndicate minimum total asset size of Lenders no less than one billion dollars and otherwise be acceptable to the Lender (“Accordion Participant Financial Institution” or “Accordion Participant Financial Institutions”), to become co-lenders under this Agreement with Revolving Commitments (including Lender to become agent for such co-lenders. The Borrower hereby acknowledges that Lender provides no assurance or commitment to the then-existing Revolving Commitments) aggregating the then existing Revolving Commitment Amount plus the Requested Increase. Upon receipt of notice as aforesaid from Borrower, Agent shall promptly send a copy of such notice to each Lender and shall request Borrower that each Lender increase its Revolving Commitment by an amount equal to its Commitment Percentage Accordion Participant Financial Institutions will issue commitments for any portion of the Requested Increase (the “First Solicitation”). Each Lender shall have the right, but not the obligation, to increase its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase, it being understood and shall have a period of fifteen (15) days from the First Solicitation to notify Agent whether or not such Lender elects so to increase its Revolving Commitment. Any Lender agreed that fails to respond to the First Solicitation in writing within such fifteen (15)-day period will be deemed to have elected not to increase its Revolving Commitment. If all Lenders elect to increase their respective Revolving Commitments by amounts equal to their respective Commitment Percentages of the Requested Increase, Agent shall so notify Borrower, Agent and each of the Lenders, and Borrower shall proceed in accordance with Section 3.6(b) below. If any Lender (any such commitment would by such Accordion Participant Financial Institution will require its/their credit approvals and execution of documentation reasonably satisfactory to Lender, a “Declining Bank”) shall not elect or shall be deemed to have elected not to increase its Revolving Commitment as aforesaid, (i) the amount of such Declining Lender’s Revolving Commitment shall be unchanged, (ii) Agent shall notify Borrower and each of the Lenders as to which Lenders have elected to increase their Revolving Commitments and by what amounts and (iii) if Borrower so requests, Agent shall use commercially reasonable efforts to either (A) solicit from the Lenders that elected to increase their respective Revolving Commitments a further increase in their Revolving Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lenders’ Commitment Percentage of the Requested Increase (the “Shortfall”) or (B) submit a list of proposed syndicate members that are not then a party to this Agreement to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments in an amount equal to the Shortfall. From and after the Accordion Expiration Date, Agent Lender shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except to the extent that Agent may be continuing to use commercially reasonable efforts to satisfy any seek commitments for a Requested Increase that is timely given made following the Syndication Expiration Date. For clarity, the terms and conditions in accordance with this Section 3.6(a)paragraph are in addition to the terms and conditions in section 2.15 of this Agreement. (b) In connection with increases to the Revolving Commitments of some or all of the Lenders as provided in Section 3.6(a) abovean Increased Commitment, Borrower shall execute supplemental Notes promissory notes (the “"Supplemental Notes”") evidencing to each of the New Lenders in proportion to each such increasesNew Lender’s ratable portion of the Increased Commitment, as well as such other confirmatory modifications to this Agreement as Agent shall reasonably request. In connection with the addition of lenders as a result of solicitations by Agent pursuant to clause (B) of Section 3.6(a) above (“New Lenders”), Borrower, Agent and each New Lender shall execute an acceptance letter in the form of Exhibit F (“Acceptance Letter”). Borrower shall execute a Note payable to each New Lender in the amount of the New Lender’s Revolving Commitment (a “New Note”) and Borrower and Agent (with the consent of only the New Lenders and those Lenders increasing their Revolving Commitments) shall execute such confirmatory modifications to this Agreement as Agent shall reasonably request, whereupon the New Lender shall become, and have the rights and obligations of, a “Lender”, with a Revolving Commitment in the amount set forth in such Acceptance Letter. The Lenders shall have no right of approval with respect to a New Lender’s becoming a Lender or the amount of its Revolving Commitment. Each Supplemental Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the “Note” for all purposes of this Agreement. (c) If at the time a New Lender becomes a Lender (or a Lender increases its Revolving Commitment) pursuant to this Section there is any principal outstanding under the Note of the previously admitted Lenders (the “Existing Lenders”), such New Lender (or Lender increasing its Revolving Commitment) shall remit to Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Revolving Commitment of the New Lender (or the amount of the increase in the Revolving Commitment of a Lender increasing its Revolving Commitment), which amount shall be deemed advanced under the Revolving Commitment of the New Lender (or the Lender increasing its Revolving Commitment). Agent shall pay such amount to the Existing Lenders in accordance with the Existing Lenders’ respective Commitment Percentages (as calculated immediately prior to the admission of the New Lender (or the increase in a Lender’s Revolving Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Notes of the Existing Lenders. For purposes of this Section, the term “Outstanding Percentage” means the ratio of (i) the aggregate outstanding principal amount under all of the Notes of the Existing Lenders, immediately prior to the admission of the New Lender (or the increase in the Revolving Commitment of a Lender), to (ii) the aggregate of the Revolving Commitments of the Existing Lenders (as increased pursuant to this Section, if applicable) and the New Lenders.as

Additional Loan Commitments. (a) Borrower maySubject to and upon the terms and conditions set forth in this Agreement (including the terms and conditions of Section 5.05 hereof), each Lender severally agrees, upon the Borrower's request, to advance to the Borrower, from time to time during the Additional Loan Period, Additional Loans in an aggregate principal amount outstanding at any one time not to exceed such Lender's Additional Loan Commitment as in effect at such time; provided, up to a maximum of three (3) requestshowever, request that the Lenders shall not be obligated hereunder to increase their Revolving Commitments, so as to increase the Revolving Commitment Amount to an amount no greater than make Additional Loans at any time if the sum of (1) the Accordion aggregate principal balance of the Additional Loans then outstanding plus the aggregate principal balance of the Revolving Loans outstanding plus the aggregate Stated Amount of all Letters of Credit then outstanding plus (2) $150,000,000the aggregate principal balance of all Reimbursement Obligations then outstanding exceeds, or would exceed with the making of any such Additional Loan, the Borrowing Base then in effect and provided, further however that no Lender shall be obligated hereunder to make Additional Loans in excess of such Lender's Additional Loan Commitment. The increase in the Revolving Commitment Amount pursuant to any such particular request Borrower shall be at least an amount (entitled to borrow, prepay and reborrow Additional Loans from time to time during the “Minimum Request”) equal to the lesser of (x) $10,000,000 or (y) the Accordion Amount less all previous increases in the Revolving Commitment Amount pursuant to this Section. Borrower shall make each such request by giving notice to Agent no later than forty-five (45) days prior to the Accordion Expiration Date, which notice shall set forth the amount (which shall be no less than the Minimum Request) of the requested increase in the Revolving Commitment Amount (the “Requested Increase”) and such other details with respect to such increase as Agent shall reasonably request. Agent will use commercially reasonable efforts, with the assistance of Borrower, to arrange a syndicate of Lenders with Revolving Commitments (including the then-existing Revolving Commitments) aggregating the then existing Revolving Commitment Amount plus the Requested Increase. Upon receipt of notice as aforesaid from Borrower, Agent shall promptly send a copy of such notice to each Lender and shall request that each Lender increase its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase (the “First Solicitation”). Each Lender shall have the right, but not the obligation, to increase its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase, and shall have a period of fifteen (15) days from the First Solicitation to notify Agent whether or not such Lender elects so to increase its Revolving Commitment. Any Lender that fails to respond to the First Solicitation in writing within such fifteen (15)-day period will be deemed to have elected not to increase its Revolving Commitment. If all Lenders elect to increase their respective Revolving Commitments by amounts equal to their respective Commitment Percentages of the Requested Increase, Agent shall so notify Borrower, Agent and each of the Lenders, and Borrower shall proceed Additional Loan Period in accordance with Section 3.6(b) below. If any Lender (any such Lender, a “Declining Bank”) shall not elect or shall be deemed to have elected not to increase its Revolving Commitment as aforesaid, (i) the amount of such Declining Lender’s Revolving Commitment shall be unchanged, (ii) Agent shall notify Borrower and each of the Lenders as to which Lenders have elected to increase their Revolving Commitments and by what amounts and (iii) if Borrower so requests, Agent shall use commercially reasonable efforts to either (A) solicit from the Lenders that elected to increase their respective Revolving Commitments a further increase in their Revolving Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lenders’ Commitment Percentage of the Requested Increase (the “Shortfall”) or (B) submit a list of proposed syndicate members that are not then a party to this Agreement to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments in an amount equal to the Shortfall. From and after the Accordion Expiration Date, Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except to the extent that Agent may be continuing to use commercially reasonable efforts to satisfy any Requested Increase that is timely given in accordance with this Section 3.6(a). (b) In connection with increases to the Revolving Commitments of some or all of the Lenders as provided in Section 3.6(a) above, Borrower shall execute supplemental Notes (the “Supplemental Notes”) evidencing such increases, as well as such other confirmatory modifications to this Agreement as Agent shall reasonably request. In connection with the addition of lenders as a result of solicitations by Agent pursuant to clause (B) of Section 3.6(a) above (“New Lenders”), Borrower, Agent and each New Lender shall execute an acceptance letter in the form of Exhibit F (“Acceptance Letter”). Borrower shall execute a Note payable to each New Lender in the amount of the New Lender’s Revolving Commitment (a “New Note”) and Borrower and Agent (with the consent of only the New Lenders and those Lenders increasing their Revolving Commitments) shall execute such confirmatory modifications to this Agreement as Agent shall reasonably request, whereupon the New Lender shall become, and have the rights and obligations of, a “Lender”, with a Revolving Commitment in the amount set forth in such Acceptance Letter. The Lenders shall have no right of approval with respect to a New Lender’s becoming a Lender or the amount of its Revolving Commitment. Each Supplemental Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the “Note” for all purposes provisions of this Agreement. (b) The proceeds of the Additional Loans shall be used solely to finance the working capital and general corporate needs of the Borrower and its Subsidiaries. (c) If at Each Lender's and the time a New Lender becomes a Lender (or a Lender increases its Revolving Commitment) pursuant Agent's respective obligations to this Section there is any principal outstanding under make Additional Loans hereunder shall expire on the Note Additional Loan Commitment Expiration Date. The Additional Loan Commitment Expiration Date may be extended with the express prior written consent of the previously admitted Lenders (holding 100% of the “Existing Lenders”), such New Lender (or Lender increasing its Revolving Commitment) Total Additional Loan Commitments but in no event shall remit to Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by Additional Loan Commitment Expiration Date be extended beyond the Revolving Loan Commitment of the New Lender (or the amount of the increase in the Revolving Commitment of a Lender increasing its Revolving Commitment), which amount shall be deemed advanced under the Revolving Commitment of the New Lender (or the Lender increasing its Revolving Commitment). Agent shall pay such amount to the Existing Lenders in accordance with the Existing Lenders’ respective Commitment Percentages (as calculated immediately prior to the admission of the New Lender (or the increase in a Lender’s Revolving Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Notes of the Existing Lenders. For purposes of this Section, the term “Outstanding Percentage” means the ratio of (i) the aggregate outstanding principal amount under all of the Notes of the Existing Lenders, immediately prior to the admission of the New Lender (or the increase in the Revolving Commitment of a Lender), to (ii) the aggregate of the Revolving Commitments of the Existing Lenders (as increased pursuant to this Section, if applicable) and the New LendersExpiration Date.

Additional Loan Commitments. (a) Provided that no Default of Event of Default shall have occurred and be continuing, Borrower may, shall have the option from time to time, up by giving written notice (an “Increase Notice”), to a maximum of three (3) requeststhe Administrative Agent prior to December 31, request 2006, subject to the Lenders to increase their Revolving Commitmentsterms and conditions set forth in this Agreement, so as to increase the Revolving Commitment Amount to Total Commitments by an amount up to $40,000,000 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no greater than previous reduction in the sum Commitments, would result in a maximum Total Commitment of (1) the Accordion Amount plus (2) $150,000,000125,000,000). The increase in the Revolving Total Commitment Amount pursuant to any such particular request shall be at least an amount (the “Minimum Request”) equal to the lesser of (x) $10,000,000 or (y) the Accordion Amount less all previous increases in the Revolving Minimum Amount but in no event greater than $40,000,000 less any previous increase in the Total Commitment Amount pursuant to this Section. Borrower shall make each such request by giving notice Section and less any reduction pursuant to Agent no later than forty-five Section 2.5 (45) days prior to the Accordion Expiration Date, which notice shall set forth the amount (which shall be no less than the Minimum Request) of the requested increase in the Revolving Commitment Amount (the a “Requested Increase”) and ). The Increase Notice shall contain such other details with respect to such increase Requested Increase as the Administrative Agent shall reasonably request. Agent will use commercially reasonable efforts, with the assistance of Borrower, to arrange a syndicate of Lenders with Revolving Commitments . (including the then-existing Revolving Commitmentsb) aggregating the then existing Revolving Commitment Amount plus the Requested Increase. Upon receipt of notice as aforesaid the Increase Notice, from Borrower, Administrative Agent shall promptly send a copy of such notice the Increase Notice to each Lender and shall request that each such Lender increase its Revolving Commitment by an amount equal to its Commitment Percentage Pro Rata Share of the Requested Increase (the “First SolicitationRequest”). Each Lender shall have the right, but not the obligation, acting in its sole and absolute discretion, to increase its Revolving Commitment by an amount equal to its Commitment Percentage Pro Rata Shares of the Requested Increase, and shall have a period of fifteen (15) days from the First Solicitation Request to notify Administrative Agent whether or not such Lender elects so to increase its Revolving Commitment. Any Lender that fails to respond to the First Solicitation in writing Request within such fifteen (15)-day period will be deemed to have elected not to increase its Revolving respective Commitment. If all Lenders elect to increase their respective Revolving Commitments by amounts equal to their respective Commitment Percentages Pro Rata Share of the Requested Increase, Administrative Agent shall so notify Borrower, Agent Borrower and each of the Lenders, and Borrower shall proceed in accordance with Section 3.6(b(c) below. If any Lender (any such Lender, a “Declining BankLender”) shall not elect or shall be deemed to have elected not to increase its Revolving Commitment as aforesaid, (i) the amount of such Declining Lender’s Revolving Commitment shall be remain unchanged, (ii) Administrative Agent shall notify Borrower and each of the other Lenders as to which Lenders have elected to increase their Revolving Commitments and by what amounts and (iii) if Borrower so requests, Administrative Agent shall use commercially reasonable efforts to either (A) solicit from the Lenders that elected to increase their respective Revolving Commitments a further increase in their Revolving Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lenders’ Commitment Percentage Lender’s Pro Rata Share of the Requested Increase (the “Shortfall”) or (B) submit a list of proposed syndicate members lenders that are not then a party to this Credit Agreement to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments Commitments in an amount equal to the Shortfall. From and after the Accordion Expiration Date, Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except to the extent that Agent may be continuing to use commercially reasonable efforts to satisfy any Requested Increase that is timely given in accordance with this Section 3.6(a). (bc) In connection with increases to the Revolving Requested Increase in the Commitments of some or all of the Lenders as provided in Section 3.6(a2.12(b) above, Borrower shall execute supplemental a modification to its Notes (the each a “Supplemental NotesModified Note”) evidencing such increasesincrease, as well as such other confirmatory modifications to this Credit Agreement as Administrative Agent shall reasonably request. In connection with the addition of new lenders as a result of solicitations by Administrative Agent pursuant to clause (B) of Section 3.6(a2.12(b) above (the “New Lenders”), Borrower, Administrative Agent and each New Lender shall execute an acceptance letter Acceptance Letter in the form of Exhibit F (“Acceptance Letter”). G, Borrower shall execute a Note payable to each New Lender in the amount of the New Lender’s Revolving Commitment (a “New Note”) and Borrower Borrower, Administrative Agent and Agent (with the consent of only the New Lenders and those Lenders increasing their Revolving Commitments) shall execute such confirmatory modifications to this Credit Agreement (including, without limitation, modifications of the financial covenants contained in Section 7.12 hereof) as Administrative Agent shall reasonably request, whereupon the New Lender shall become, and have the rights and obligations of, of a “Lender”, with a Revolving Commitment in the amount set forth in such Acceptance Letter. The Lenders shall have no right of approval with respect to a New Lender’s becoming a Lender or the amount of its Revolving Commitment. Each Supplemental Modified Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the a “Note” for all purposes of this Credit Agreement. Borrower shall also execute and deliver to Administrative Agent and the Lenders such additional documents, instruments, certifications and opinions as the Administrative Agent may require in its sole and absolute discretion, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase, and any amendments to Security Documents as Administrative Agent may request, and Borrower shall pay any updated Uniform Commercial Code searches, all filing costs and fees, Attorney Costs and any and all intangible taxes or other taxes, assessments or charges or any similar fees, taxes or expenses arising in connection with such increase. (cd) If at the time a New Lender becomes a Lender (or a Lender increases its Revolving Commitment) pursuant to this Section 2.12 there is any principal outstanding under the Note existing Notes of the previously admitted Lenders (the “Existing Lenders”), such New Lender Lenders (or Lender increasing its Revolving Commitment) shall remit to Administrative Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Revolving Commitment of the New Lender Lenders (or the amount of the increase in the Revolving Commitment of a Lender increasing its Revolving Commitment), which amount shall be deemed advanced under the Revolving Commitment Loan of the New Lender (or the Lender increasing its Revolving Commitment). Administrative Agent shall pay such amount to the Existing Lenders in accordance with the Existing Lenders’ respective Commitment Percentages Pro Rata Shares (as calculated immediately prior to the admission of the New Lender Lenders (or the increase in a Lender’s Revolving Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Notes of the Existing Lenders. For purposes of this Section, the term “Outstanding Percentage” means the ratio of (i) the aggregate outstanding principal amount under all of the Notes of the Existing Lenders, immediately prior to the admission of the New Lender (or the increase in the Revolving Commitment of a Lender), to (ii) the aggregate of the Revolving Commitments of the Existing Lenders (as increased pursuant to this Section, if applicable) and the New Lenders.respective

Additional Loan Commitments. (a) Borrower may, from time to time, up to a maximum of three (3) requests, time request the Lenders Banks to increase their Revolving Loan Commitments, so as to increase the Revolving Total Loan Commitment Amount to an amount no greater than the sum of (1) the Accordion Amount plus (2) $150,000,0001,500,000,000 less (3) the amount of any reduction of the Total Loan Commitment pursuant to Section 2.10. The increase in the Revolving Total Loan Commitment Amount pursuant to any such particular request shall be at least an amount (the “Minimum Request”) equal to the lesser of (x) $10,000,000 50,000,000 or (y) the Accordion Amount less all previous increases in the Revolving Total Loan Commitment Amount pursuant to this Section. Borrower shall make each such request by giving notice to Administrative Agent and Syndication Agents no later than forty-five (45) days prior to the Accordion date (the “Syndication Expiration Date”) that is thirty-nine (39) months after the Closing Date, which notice shall set forth the amount (which shall be no less than the Minimum Request) of the requested increase in the Revolving Total Loan Commitment Amount (the “Requested Increase”) and such other details with respect to such increase as Administrative Agent and Syndication Agents shall reasonably request. Upon receipt of such notice, Administrative Agent shall promptly send a copy of such notice to each Bank. Administrative Agent, Syndication Agents and/or their Affiliates will use commercially reasonable efforts, with the assistance of Borrower, to arrange a syndicate of Lenders Banks with Revolving Loan Commitments (including the then-existing Revolving Loan Commitments) aggregating the then existing Revolving Total Loan Commitment Amount plus the Requested Increase. Upon receipt of notice as aforesaid from BorrowerAny Bank that is a party to this Agreement prior to such Requested Increase, Agent shall promptly send a copy of such notice to each Lender and shall request that each Lender increase at its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase (the “First Solicitation”). Each Lender shall have the rightsole discretion, but not the obligation, may elect to increase its Revolving Loan Commitment by an amount equal but shall not have any obligation to so increase its Commitment Percentage of Loan Commitment. In the Requested Increase, and shall have a period of fifteen (15) days from the First Solicitation to notify Agent whether or event that each Bank does not such Lender elects so elect to increase its Revolving Loan Commitment. Any Lender that fails to respond to the First Solicitation in writing within such fifteen (15)-day period will be deemed to have elected not to increase its Revolving Commitment. If all Lenders elect to increase , Administrative Agent, Syndication Agents and/or their respective Revolving Commitments by amounts equal to their respective Commitment Percentages of the Requested Increase, Agent shall so notify Borrower, Agent and each of the Lenders, and Borrower shall proceed in accordance with Section 3.6(b) below. If any Lender (any such Lender, a “Declining Bank”) shall not elect or shall be deemed to have elected not to increase its Revolving Commitment as aforesaid, (i) the amount of such Declining Lender’s Revolving Commitment shall be unchanged, (ii) Agent shall notify Borrower and each of the Lenders as to which Lenders have elected to increase their Revolving Commitments and by what amounts and (iii) if Borrower so requests, Agent Affiliates shall use commercially reasonable efforts to either (A) solicit from the Lenders that elected locate additional lenders willing to increase their respective Revolving Commitments a further increase in their Revolving Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lenders’ Commitment Percentage of hold commitments for the Requested Increase (Increase, subject to the “Shortfall”) or (B) submit a list approval of any such proposed syndicate members lender by the Borrower, and the Borrower may also identify additional lenders willing to hold commitments for the Requested Increase, provided that are the Administrative Agent shall have the right to approve any such additional lender, which approval will not then a party to this Agreement to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments in an amount equal to the Shortfall. From and after the Accordion Syndication Expiration Date, Agent Administrative Agent, Syndication Agents and their Affiliates shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except to the extent that Agent may be continuing to use commercially reasonable efforts to satisfy any Requested Increase that is timely given in accordance with this Section 3.6(a)Loan Commitments. (b) In connection with increases to the Revolving Loan Commitments of some or all of the Lenders Banks as provided in Section 3.6(aparagraph (a) above, Borrower shall shall, at the request of the applicable Bank, execute supplemental Ratable Loan Notes (the “Supplemental Notes”) evidencing such increases, as well as such other confirmatory modifications to this Agreement as Administrative Agent shall reasonably request. In connection with the addition of lenders as a result of solicitations by Administrative Agent and Syndication Agents pursuant to clause paragraph (B) of Section 3.6(aa) above (“New LendersBanks”), Borrower, Administrative Agent and each New Lender Bank shall execute an acceptance letter Acceptance Letter in the form of Exhibit F (“Acceptance Letter”). EXHIBIT H, Borrower shall execute a Ratable Loan Note payable to each New Lender Bank in the amount of the New LenderBank’s Revolving Loan Commitment (a “New Note”) and Borrower and Administrative Agent (with the consent of only the New Lenders Banks and those Lenders Banks increasing their Revolving Loan Commitments) shall execute such confirmatory modifications to this Agreement as Administrative Agent shall reasonably request, whereupon the New Lender Bank shall become, and have the rights and obligations of, a “LenderBank”, with a Revolving Loan Commitment in the amount set forth in such Acceptance Letter. The Lenders Banks shall have no right of approval with respect to a New LenderBank’s becoming a Lender Bank or the amount of its Revolving Loan Commitment, provided, however, that Administrative Agent and Syndication Agents shall have such right of approval, not to be unreasonably withheld. Each Supplemental Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the “NoteRatable Loan Notes” for all purposes of this Agreement. (c) If at the time a New Lender Bank becomes a Lender Bank (or a Lender Bank increases its Revolving Loan Commitment) pursuant to this Section there is any principal outstanding under the Note Ratable Loan Notes of the previously admitted Lenders Banks (the “Existing LendersBanks”), such New Lender Bank (or Lender Bank increasing its Revolving Loan Commitment) shall remit to Administrative Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Revolving Loan Commitment of the New Lender Bank (or the amount of the increase in the Revolving Loan Commitment of a Lender Bank increasing its Revolving Loan Commitment), which amount shall be deemed advanced under the Revolving Commitment Ratable Loan of the New Lender Bank (or the Lender Bank increasing its Revolving Loan Commitment). Administrative Agent shall pay such amount to the Existing Lenders Banks in accordance with the Existing LendersBanks’ respective Commitment Percentages Pro Rata Shares (as calculated immediately prior to the admission of the New Lender Bank (or the increase in a LenderBank’s Revolving Loan Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Ratable Loan Notes of the Existing LendersBanks. For purposes of this Section, the term “Outstanding Percentage” means the ratio of (i) the aggregate outstanding principal amount under all of the Ratable Notes of the Existing LendersBanks, immediately prior to the admission of the New Lender Bank (or the increase in the Revolving Loan Commitment of a LenderBank), to (ii) the aggregate of the Revolving Loan Commitments of the Existing Lenders Banks (as increased pursuant to this Section, if applicable) and the New LendersBank.

Additional Loan Commitments. (a) Borrower may, from time to time, up to a maximum of three (3) requests, request the Lenders Banks to increase their Revolving Loan Commitments, so as to increase the Revolving Total Loan Commitment Amount to an amount no greater than the sum of (1) the Accordion Amount plus (2) $150,000,000500,000,000 less the amount of any reduction of the Total Loan Commitment pursuant to Section 2.10. The increase in the Revolving Total Loan Commitment Amount pursuant to any such particular request shall be at least an amount (the “"Minimum Request”") equal to the lesser of (x) $10,000,000 50,000,000 or (y) the Accordion Amount less all previous increases in the Revolving Total Loan Commitment Amount pursuant to this Section. Borrower shall make each such request by giving notice to Syndication Agent no later than forty-five (45) days prior to the Accordion date (the "Syndication Expiration Date") that is twenty-seven (27) months after the Closing Date, which notice shall set forth the amount (which shall be no less than the Minimum Request) of the requested increase in the Revolving Total Loan Commitment Amount (the “"Requested Increase”") and such other details with respect to such increase as Syndication Agent shall reasonably request. Syndication Agent will use commercially reasonable its best efforts, with the assistance of Borrower, to arrange a syndicate of Lenders Banks with Revolving Loan Commitments (including the then-existing Revolving Loan Commitments) aggregating the then existing Revolving Total Loan Commitment Amount plus the Requested Increase. Upon receipt of notice as aforesaid from Borrower, Syndication Agent shall promptly send a copy of such notice to each Lender Bank and shall request that each Lender Bank increase its Revolving Loan Commitment by an amount equal to its Commitment Percentage Pro Rata Share of the Requested Increase (the “"First Solicitation”"). Each Lender Bank shall have the right, but not the obligation, to increase its Revolving Loan Commitment by an amount equal to its Commitment Percentage Pro Rata Share of the Requested Increase, and shall have a period of fifteen (15) days from the First Solicitation to notify Syndication Agent whether or not such Lender Bank elects so to increase its Revolving Loan Commitment. Any Lender Bank that fails to respond to the First Solicitation in writing within such fifteen (15)-day period will be deemed to have elected not to increase its Revolving Loan Commitment. If all Lenders Banks elect to increase their respective Revolving Loan Commitments by amounts equal to their respective Commitment Percentages Pro Rata Shares of the Requested Increase, Syndication Agent shall so notify Borrower, Administrative Agent and each of the LendersBanks, and Borrower shall proceed in accordance with Section 3.6(bparagraph (b) below. If any Lender Bank (any such LenderBank, a “"Declining Bank”") shall not elect or shall be deemed to have elected not to increase its Revolving Loan Commitment as aforesaid, (i) the amount of such Declining Lender’s Revolving Bank's Loan Commitment shall be unchanged, (ii) Syndication Agent shall notify Borrower Borrower, Administrative Agent and each of the Lenders Banks as to which Lenders Banks have elected to increase their Revolving Loan Commitments and by what amounts and (iii) if Borrower so requests, Syndication Agent shall use commercially reasonable efforts to either (A) solicit from the Lenders Banks that elected to increase their respective Revolving Loan Commitments a further increase in their Revolving Loan Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lenders’ Commitment Percentage Banks' Pro Rata Shares of the Requested Increase (the “"Shortfall”") or (B) submit a list of proposed syndicate members that are not then a party to this Agreement to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments in an amount equal to the Shortfall. From and after the Accordion Syndication Expiration Date, Syndication Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except to the extent that Agent may be continuing to use commercially reasonable efforts to satisfy any Requested Increase that is timely given in accordance with this Section 3.6(a)Loan Commitments. (b) In connection with increases to the Revolving Loan Commitments of some or all of the Lenders Banks as provided in Section 3.6(aparagraph (a) above, Borrower shall execute supplemental Ratable Loan Notes (the “"Supplemental Notes”") evidencing such increases, as well as such other confirmatory modifications to this Agreement as Syndication Agent shall reasonably request. In connection with the addition of lenders as a result of solicitations by Syndication Agent pursuant to clause (B) of Section 3.6(aparagraph (a) above (“"New Lenders”Banks"), Borrower, Administrative Agent and each New Lender Bank shall execute an acceptance letter Acceptance Letter in the form of Exhibit F (“Acceptance Letter”). EXHIBIT H, Borrower shall execute a Ratable Loan Note payable to each New Lender Bank in the amount of the New Lender’s Revolving Bank's Loan Commitment (a “"New Note”") and Borrower Borrower, Administrative Agent and Agent (with the consent of only the New Lenders and those Lenders increasing their Revolving Commitments) Banks shall execute such confirmatory modifications to this Agreement as Administrative Agent shall reasonably request, whereupon the New Lender Bank shall become, and have the rights and obligations of, a “Lender”"Bank", with a Revolving Loan Commitment in the amount set forth in such Acceptance Letter. The Lenders Banks shall have no right of approval with respect to a New Lender’s Bank's becoming a Lender Bank or the amount of its Revolving Loan Commitment, provided, however, that Syndication Agent shall have such right of approval, not to be unreasonably withheld. Each Supplemental Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the “Note” "Ratable Loan Notes" for all purposes of this Agreement. (c) If at the time a New Lender Bank becomes a Lender Bank (or a Lender Bank increases its Revolving Loan Commitment) pursuant to this Section there is any principal outstanding under the Note Ratable Loan Notes of the previously admitted Lenders Banks (the “"Existing Lenders”Banks"), such New Lender Bank (or Lender Bank increasing its Revolving Loan Commitment) shall remit to Administrative Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Revolving Loan Commitment of the New Lender Bank (or the amount of the increase in the Revolving Loan Commitment of a Lender Bank increasing its Revolving Loan Commitment), which amount shall be deemed advanced under the Revolving Commitment Ratable Loan of the New Lender Bank (or the Lender Bank increasing its Revolving Loan Commitment). Administrative Agent shall pay such amount to the Existing Lenders Banks in accordance with the Existing Lenders’ Banks' respective Commitment Percentages Pro Rata Shares (as calculated immediately prior to the admission of the New Lender Bank (or the increase in a Lender’s Revolving Bank's Loan Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Ratable Loan Notes of the Existing LendersBanks. For purposes of this Section, the term “"Outstanding Percentage” " means the ratio of (i) the aggregate outstanding principal amount under all of the Ratable Notes of the Existing LendersBanks, immediately prior to the admission of the New Lender Bank (or the increase in the Revolving Loan Commitment of a LenderBank), to (ii) the aggregate of the Revolving Loan Commitments of the Existing Lenders Banks (as increased pursuant to this Section, if applicable) and the New LendersBank.

Additional Loan Commitments. (a) Provided that no Default of Event of Default shall have occurred and be continuing, Borrower may, shall have the option from time to time, up by giving written notice (an “Increase Notice”), to a maximum of three (3) requeststhe Administrative Agent on or before the Maturity Date subject to the terms and conditions set forth in this Agreement, request the Lenders to increase their Revolving Commitments, so as to increase the Revolving Commitment Amount to Total Commitments by an amount up to $45,000,000 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no greater than previous reduction in the sum Commitments, would result in a maximum Total Commitment of (1) the Accordion Amount plus (2) $150,000,00060,000,000). The increase in the Revolving Total Commitment Amount pursuant to any such particular request shall be at least an amount (the “Minimum Request”) equal to the lesser of (x) $10,000,000 or (y) the Accordion Amount less all previous increases in the Revolving Minimum Amount but in no event greater than $45,000,000 less any previous increase in the Total Commitment Amount pursuant to this Section. Borrower shall make each such request by giving notice Section and less any reduction pursuant to Agent no later than forty-five Section 2.5 (45) days prior to the Accordion Expiration Date, which notice shall set forth the amount (which shall be no less than the Minimum Request) of the requested increase in the Revolving Commitment Amount (the a “Requested Increase”) and ). The Increase Notice shall contain such other details with respect to such increase Requested Increase as the Administrative Agent shall reasonably request. Agent will use commercially reasonable efforts, with the assistance of Borrower, to arrange a syndicate of Lenders with Revolving Commitments . (including the then-existing Revolving Commitmentsb) aggregating the then existing Revolving Commitment Amount plus the Requested Increase. Upon receipt of notice as aforesaid Increase Notice, from Borrower, Administrative Agent shall promptly send a copy of the Increase Notice to each Lender. In the event Requisite Lenders, acting in their respective sole and absolute discretion, instruct Administrative Agent to do so, Administrative Agent shall act to facilitate the Requested Increase as expressly set forth in this Section 2.12. Following such notice instruction of Requisite Lenders, Administrative Agent shall send a request to each Lender and shall request that each such Lender increase its Revolving Commitment by an amount equal to its Commitment Percentage Pro Rata Share of the Requested Increase (the “First SolicitationRequest”). Each Lender shall have the right, but not the obligation, acting in its sole and absolute discretion, to increase its Revolving Commitment by an amount equal to its Commitment Percentage Pro Rata Share of the Requested Increase, and shall have a period of fifteen (15) days from the First Solicitation Request to notify Administrative Agent whether or not such Lender elects so to increase its Revolving Commitment. Any Lender that fails to respond to the First Solicitation in writing Request within such fifteen (15)-day period will be deemed to have elected not to increase its Revolving their respective Commitment. If all Lenders elect to increase their respective Revolving Commitments by amounts equal to their respective Commitment Percentages Pro Rata Share of the Requested Increase, Administrative Agent shall so notify Borrower, Agent Borrower and each of the Lenders, and Borrower shall proceed in accordance with Section 3.6(b(c) below. If any Lender (any such Lender, a “Declining BankLender”) shall not elect or shall be deemed to have elected not to increase its Revolving Commitment as aforesaid, (i) the amount of such Declining Lender’s Revolving Commitment shall be remain unchanged, (ii) Administrative Agent shall notify Borrower and each of the other Lenders as to which Lenders have elected to increase their Revolving Commitments and by what amounts and (iii) if Borrower so requests, Administrative Agent shall use commercially reasonable efforts to either (A) solicit from the Lenders that elected to increase their respective Revolving Commitments a further increase in their Revolving Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lenders’ Commitment Percentage Lender’s Pro Rata Share of the Requested Increase (the “Shortfall”) or (B) submit a list of proposed syndicate members lenders that are not then a party to this Credit Agreement to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments Commitments in an amount equal to the Shortfall. From and after the Accordion Expiration Date, Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except to the extent that Agent may be continuing to use commercially reasonable efforts to satisfy any Requested Increase that is timely given in accordance with this Section 3.6(a). (bc) In connection with increases to the Revolving Requested Increase in the Commitments of some or all of the Lenders as provided in Section 3.6(a2.12(b) above, Borrower shall execute supplemental a modification to its Notes (the each a “Supplemental NotesModified Note”) evidencing such increasesincrease, as well as such other confirmatory modifications to this Credit Agreement as Administrative Agent shall reasonably request. In connection with the addition of new lenders as a result of solicitations by Administrative Agent pursuant to clause (B) of Section 3.6(a2.12(b) above (the “New Lenders”), Borrower, Administrative Agent and each New Lender shall execute an acceptance letter Acceptance Letter in the form of Exhibit F (“Acceptance Letter”). G, Borrower shall execute a Note payable to each New Lender in the amount of the New Lender’s Revolving Commitment (a “New Note”) and Borrower Borrower, Administrative Agent and Agent (with the consent of only the New Lenders and those Lenders increasing their Revolving Commitments) shall execute such confirmatory modifications to this Credit Agreement (including, without limitation, modifications of the financial covenants contained in Sections 7.12(a) and 7.12(b) hereof) as Administrative Agent shall reasonably request, whereupon the New Lender shall become, and have the rights and obligations of, of a “Lender”, with a Revolving Commitment in the amount set forth in such Acceptance Letter. The Lenders shall have no right of approval with respect to a New Lender’s becoming a Lender or the amount of its Revolving Commitment. Each Supplemental Modified Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the a “Note” for all purposes of this Credit Agreement. Borrower shall also execute and deliver to Administrative Agent and the Lenders such additional documents, instruments, certifications and opinions as the Administrative Agent may require in its sole and absolute discretion, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase, and any amendments to Security Documents, as Administrative Agent may request, and Borrower shall pay any updated UCC searches, all filing costs and fees, Attorney Costs and any and all intangible taxes or other taxes, assessments or charges or any similar fees, taxes or expenses arising in connection with such increase. (cd) If at the time a New Lender becomes a Lender (or a Lender increases its Revolving Commitment) pursuant to this Section 2.12 there is any principal outstanding under the Note existing Notes of the previously admitted Lenders (the “Existing Lenders”), such New Lender Lenders (or Lender increasing its Revolving Commitment) shall remit to Administrative Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Revolving Commitment of the New Lender Lenders (or the amount of the increase in the Revolving Commitment of a Lender increasing its Revolving Commitment), which amount shall be deemed advanced under the Revolving Commitment Loan of the New Lender (or the Lender increasing its Revolving Commitment). Administrative Agent shall pay such amount to the Existing Lenders in accordance with the Existing Lenders’ respective Commitment Percentages Pro Rata Shares (as calculated immediately prior to the admission of the New Lender Lenders (or the increase in a Lender’s Revolving Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Notes of the Existing Lenders. For purposes of this Section, the term “Outstanding Percentage” means the ratio of (i) the aggregate outstanding principal amount under all of the Notes of the Existing Lenders, immediately prior to the admission of the New Lender (or the increase in the Revolving Commitment of a Lender), to (ii) the aggregate of the Revolving Commitments of the Existing Lenders (as increased pursuant to this Section, if applicable) and the New Lenders. Administrative Agent shall distribute an amended Schedule 2.1, which shall thereafter be incorporated into this Agreement, to reflect adjustments to Lenders and their Commitments.

Additional Loan Commitments. (a) Borrower may, from time to time, up to a maximum of three (3) requests, time request the Lenders Banks to increase their Revolving Loan Commitments, so as to increase the Revolving Total Loan Commitment Amount to an amount no greater than the sum of (1) the Accordion Amount plus (2) $150,000,000750,000,000 less (3) the amount of any reduction of the Total Loan Commitment pursuant to Section 2.10. The increase in the Revolving Total Loan Commitment Amount pursuant to any such particular request shall be at least an amount (the “Minimum Request”) equal to the lesser of (x) $10,000,000 50,000,000 or (y) the Accordion Amount less all previous increases in the Revolving Total Loan Commitment Amount pursuant to this Section. Borrower shall make each such request by giving notice to Administrative Agent and Syndication Agent no later than forty-five (45) days prior to the Accordion date (the “Syndication Expiration Date”) that is thirty-nine (39) months after the Closing Date, which notice shall set forth the amount (which shall be no less than the Minimum Request) of the requested increase in the Revolving Total Loan Commitment Amount (the “Requested Increase”) and such other details with respect to such increase as Administrative Agent and Syndication Agent shall reasonably request. Upon receipt of such notice, Administrative Agent shall promptly send a copy of such notice to each Bank. Administrative Agent, Syndication Agent and/or their Affiliates will use commercially reasonable efforts, with the assistance of Borrower, to arrange a syndicate of Lenders Banks with Revolving Loan Commitments (including the then-existing Revolving Loan Commitments) aggregating the then existing Revolving Total Loan Commitment Amount plus the Requested Increase. Upon receipt of notice as aforesaid from BorrowerAny Bank that is a party to this Agreement prior to such Requested Increase, Agent shall promptly send a copy of such notice to each Lender and shall request that each Lender increase at its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase (the “First Solicitation”). Each Lender shall have the rightsole discretion, but not the obligation, may elect to increase its Revolving Loan Commitment by an amount equal but shall not have any obligation to so increase its Commitment Percentage of Loan Commitment. In the Requested Increase, and shall have a period of fifteen (15) days from the First Solicitation to notify Agent whether or event that each Bank does not such Lender elects so elect to increase its Revolving Loan Commitment. Any Lender that fails to respond to the First Solicitation in writing within such fifteen (15)-day period will be deemed to have elected not to increase its Revolving Commitment. If all Lenders elect to increase , Administrative Agent, Syndication Agent and/or their respective Revolving Commitments by amounts equal to their respective Commitment Percentages of the Requested Increase, Agent shall so notify Borrower, Agent and each of the Lenders, and Borrower shall proceed in accordance with Section 3.6(b) below. If any Lender (any such Lender, a “Declining Bank”) shall not elect or shall be deemed to have elected not to increase its Revolving Commitment as aforesaid, (i) the amount of such Declining Lender’s Revolving Commitment shall be unchanged, (ii) Agent shall notify Borrower and each of the Lenders as to which Lenders have elected to increase their Revolving Commitments and by what amounts and (iii) if Borrower so requests, Agent Affiliates shall use commercially reasonable efforts to either (A) solicit from the Lenders that elected locate additional lenders willing to increase their respective Revolving Commitments a further increase in their Revolving Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lenders’ Commitment Percentage of hold commitments for the Requested Increase (Increase, subject to the “Shortfall”) or (B) submit a list approval of any such proposed syndicate members lender by the Borrower, and the Borrower may also identify additional lenders willing to hold commitments for the Requested Increase, provided that are the Administrative Agent shall have the right to approve any such additional lender, which approval will not then a party to this Agreement to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments in an amount equal to the Shortfall. From and after the Accordion Syndication Expiration Date, Administrative Agent, Syndication Agent and their Affiliates shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except to the extent that Agent may be continuing to use commercially reasonable efforts to satisfy any Requested Increase that is timely given in accordance with this Section 3.6(a)Loan Commitments. (b) In connection with increases to the Revolving Loan Commitments of some or all of the Lenders Banks as provided in Section 3.6(aparagraph (a) above, Borrower shall shall, at the request of the applicable Bank, execute supplemental Ratable Loan Notes (the “Supplemental Notes”) evidencing such increases, as well as such other confirmatory modifications to this Agreement as Administrative Agent shall reasonably request. In connection with the addition of lenders as a result of solicitations by Administrative Agent and Syndication Agent pursuant to clause paragraph (B) of Section 3.6(aa) above (“New LendersBanks”), Borrower, Administrative Agent and each New Lender Bank shall execute an acceptance letter Acceptance Letter in the form of Exhibit F (“Acceptance Letter”). EXHIBIT H, Borrower shall execute a Ratable Loan Note payable to each New Lender Bank in the amount of the New LenderBank’s Revolving Loan Commitment (a “New Note”) and Borrower and Administrative Agent (with the consent of only the New Lenders Banks and those Lenders Banks increasing their Revolving Loan Commitments) shall execute such confirmatory modifications to this Agreement as Administrative Agent shall reasonably request, whereupon the New Lender Bank shall become, and have the rights and obligations of, a “LenderBank”, with a Revolving Loan Commitment in the amount set forth in such Acceptance Letter. The Lenders Banks shall have no right of approval with respect to a New LenderBank’s becoming a Lender Bank or the amount of its Revolving Loan Commitment, provided, however, that Administrative Agent and Syndication Agent shall have such right of approval, not to be unreasonably withheld. Each Supplemental Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the “NoteRatable Loan Notes” for all purposes of this Agreement. (c) If at the time a New Lender Bank becomes a Lender Bank (or a Lender Bank increases its Revolving Loan Commitment) pursuant to this Section there is any principal outstanding under the Note Ratable Loan Notes of the previously admitted Lenders Banks (the “Existing LendersBanks”), such New Lender Bank (or Lender Bank increasing its Revolving Loan Commitment) shall remit to Administrative Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Revolving Loan Commitment of the New Lender Bank (or the amount of the increase in the Revolving Loan Commitment of a Lender Bank increasing its Revolving Loan Commitment), which amount shall be deemed advanced under the Revolving Commitment Ratable Loan of the New Lender Bank (or the Lender Bank increasing its Revolving Loan Commitment). Administrative Agent shall pay such amount to the Existing Lenders Banks in accordance with the Existing LendersBanks’ respective Commitment Percentages Pro Rata Shares (as calculated immediately prior to the admission of the New Lender Bank (or the increase in a LenderBank’s Revolving Loan Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Ratable Loan Notes of the Existing LendersBanks. For purposes of this Section, the term “Outstanding Percentage” means the ratio of (i) the aggregate outstanding principal amount under all of the Ratable Notes of the Existing LendersBanks, immediately prior to the admission of the New Lender Bank (or the increase in the Revolving Loan Commitment of a LenderBank), to (ii) the aggregate of the Revolving Loan Commitments of the Existing Lenders Banks (as increased pursuant to this Section, if applicable) and the New LendersBank.

Additional Loan Commitments. (a) Borrower may, from time to time, up to a maximum of three (3) requests, time request the Lenders Banks to increase their Revolving Loan Commitments, so as to increase the Revolving Total Loan Commitment Amount to an amount no greater than the sum of (1) the Accordion Amount plus (2) $150,000,0002,250,000,000 less (3) the amount of any reduction of the Total Loan Commitment pursuant to Section 2.10. The increase in the Revolving Total Loan Commitment Amount pursuant to any such particular request shall be at least an amount (the “Minimum Request”) equal to the lesser of (x) $10,000,000 50,000,000 or (y) the Accordion Amount less all previous increases in the Revolving Total Loan Commitment Amount pursuant to this Section. Borrower shall make each such request by giving notice to Administrative Agent no later than forty-five (45) days prior to the Accordion Expiration Dateand Syndication Agents, which notice shall set forth the amount (which shall be no less than the Minimum Request) of the requested increase in the Revolving Total Loan Commitment Amount (the “Requested Increase”) and such other details with respect to such increase as Administrative Agent and Syndication Agents shall reasonably request. Agent will use commercially reasonable efforts, with the assistance of Borrower, to arrange a syndicate of Lenders with Revolving Commitments (including the then-existing Revolving Commitments) aggregating the then existing Revolving Commitment Amount plus the Requested Increase. Upon receipt of notice as aforesaid from Borrowersuch notice, Administrative Agent shall promptly send a copy of such notice to each Lender and shall request that each Lender increase its Revolving Bank. Administrative Agent, Syndication Agents and/or their Affiliates will use commercially reasonable efforts, with the assistance of Bxxxxxxx, to arrange a syndicate of Banks with Loan Commitments (including the then-existing Loan Commitments) aggregating the then existing Total Loan Commitment by an amount equal to its Commitment Percentage of plus the Requested Increase (the “First Solicitation”)Increase. Each Lender shall have the rightAny Bank that is a party to this Agreement prior to such Requested Increase, but not the obligationat its sole discretion, may elect to increase its Revolving Loan Commitment by an amount equal but shall not have any obligation to so increase its Commitment Percentage of Loan Commitment. In the Requested Increase, and shall have a period of fifteen (15) days from the First Solicitation to notify Agent whether or event that each Bank does not such Lender elects so elect to increase its Revolving Loan Commitment. Any Lender that fails to respond to the First Solicitation in writing within such fifteen (15)-day period will be deemed to have elected not to increase its Revolving Commitment. If all Lenders elect to increase , Administrative Agent, Syndication Agents and/or their respective Revolving Commitments by amounts equal to their respective Commitment Percentages of the Requested Increase, Agent shall so notify Borrower, Agent and each of the Lenders, and Borrower shall proceed in accordance with Section 3.6(b) below. If any Lender (any such Lender, a “Declining Bank”) shall not elect or shall be deemed to have elected not to increase its Revolving Commitment as aforesaid, (i) the amount of such Declining Lender’s Revolving Commitment shall be unchanged, (ii) Agent shall notify Borrower and each of the Lenders as to which Lenders have elected to increase their Revolving Commitments and by what amounts and (iii) if Borrower so requests, Agent Affiliates shall use commercially reasonable efforts to either (A) solicit from the Lenders that elected locate additional lenders willing to increase their respective Revolving Commitments a further increase in their Revolving Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lenders’ Commitment Percentage of hold commitments for the Requested Increase (Increase, subject to the “Shortfall”) or (B) submit a list approval of any such proposed syndicate members lender by the Borrower, and the Borrower may also identify additional lenders willing to hold commitments for the Requested Increase, provided that are the Administrative Agent shall have the right to approve any such additional lender, which approval will not then a party to this Agreement to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments in an amount equal to the Shortfall. From and after the Accordion Expiration Date, Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except to the extent that Agent may be continuing to use commercially reasonable efforts to satisfy any Requested Increase that is timely given in accordance with this Section 3.6(a). (b) In connection with increases to the Revolving Loan Commitments of some or all of the Lenders Banks as provided in Section 3.6(aparagraph (a) above, Borrower shall shall, at the request of the applicable Bank, execute supplemental Ratable Loan Notes (the “Supplemental Notes”) evidencing such increases, as well as such other confirmatory modifications to this Agreement as Administrative Agent shall reasonably request. In connection with the addition of lenders as a result of solicitations by Administrative Agent and Syndication Agents pursuant to clause paragraph (B) of Section 3.6(aa) above (“New LendersBanks”), Borrower, Administrative Agent and each New Lender Bank shall execute an acceptance letter in the form of Exhibit F EXHIBIT H (the “Acceptance Letter”). , Borrower shall execute a Ratable Loan Note payable to each New Lender Bank in the amount of the New LenderBank’s Revolving Loan Commitment (a “New Note”) and Borrower and Administrative Agent (with the consent of only the New Lenders Banks and those Lenders Banks increasing their Revolving Loan Commitments) shall execute such confirmatory modifications to this Agreement as Administrative Agent shall reasonably request, whereupon the New Lender Bank shall become, and have the rights and obligations of, a “LenderBank”, with a Revolving Loan Commitment in the amount set forth in such Acceptance Letter. The Lenders Banks shall have no right of approval with respect to a New LenderBank’s becoming a Lender Bank or the amount of its Revolving Loan Commitment, provided, however, that Administrative Agent and Syndication Agents shall have such right of approval, not to be unreasonably withheld. Each Supplemental Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the “NoteRatable Loan Notes” for all purposes of this Agreement. (c) If at the time a New Lender Bank becomes a Lender Bank (or a Lender Bank increases its Revolving Loan Commitment) pursuant to this Section there is any principal outstanding under the Note Ratable Loan Notes of the previously admitted Lenders Banks (the “Existing LendersBanks”), such New Lender Bank (or Lender Bank increasing its Revolving Loan Commitment) shall remit to Administrative Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Revolving Loan Commitment of the New Lender Bank (or the amount of the increase in the Revolving Loan Commitment of a Lender Bank increasing its Revolving Loan Commitment), which amount shall be deemed advanced under the Revolving Commitment Ratable Loan of the New Lender Bank (or the Lender Bank increasing its Revolving Loan Commitment). Administrative Agent shall pay such amount to the Existing Lenders Banks in accordance with the Existing LendersBanks’ respective Commitment Percentages Pro Rata Shares (as calculated immediately prior to the admission of the New Lender Bank (or the increase in a LenderBank’s Revolving Loan Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Ratable Loan Notes of the Existing LendersBanks. For purposes of this Section, the term “Outstanding Percentage” means the ratio of (i) the aggregate outstanding principal amount under all of the Ratable Notes of the Existing LendersBanks, immediately prior to the admission of the New Lender Bank (or the increase in the Revolving Loan Commitment of a LenderBank), to (ii) the aggregate of the Revolving Loan Commitments of the Existing Lenders Banks (as increased pursuant to this Section, if applicable) and the New LendersBank.

Additional Loan Commitments. (a) Borrower may, from time to time, up to a maximum of three (3) requests, time request the Lenders Banks to increase their Revolving Loan Commitments, so as to increase the Revolving Total Loan Commitment Amount to an amount no greater than the sum of (1) the Accordion Amount plus (2) $150,000,0001,750,000,000 less (3) the amount of any reduction of the Total Loan Commitment pursuant to Section 2.10. The increase in the Revolving Total Loan Commitment Amount pursuant to any such particular request shall be at least an amount (the “Minimum Request”) equal to the lesser of (x) $10,000,000 50,000,000 or (y) the Accordion Amount less all previous increases in the Revolving Total Loan Commitment Amount pursuant to this Section. Borrower shall make each such request by giving notice to Administrative Agent no later than forty-five (45) days prior to the Accordion Expiration Dateand Syndication Agents, which notice shall set forth the amount (which shall be no less than the Minimum Request) of the requested increase in the Revolving Total Loan Commitment Amount (the “Requested Increase”) and such other details with respect to such increase as Administrative Agent and Syndication Agents shall reasonably request. Upon receipt of such notice, Administrative Agent shall promptly send a copy of such notice to each Bank. Administrative Agent, Syndication Agents and/or their Affiliates will use commercially reasonable efforts, with the assistance of Borrower, to arrange a syndicate of Lenders Banks with Revolving Loan Commitments (including the then-existing Revolving Loan Commitments) aggregating the then existing Revolving Total Loan Commitment Amount plus the Requested Increase. Upon receipt of notice as aforesaid from BorrowerAny Bank that is a party to this Agreement prior to such Requested Increase, Agent shall promptly send a copy of such notice to each Lender and shall request that each Lender increase at its Revolving Commitment by an amount equal to its Commitment Percentage of the Requested Increase (the “First Solicitation”). Each Lender shall have the rightsole discretion, but not the obligation, may elect to increase its Revolving Loan Commitment by an amount equal but shall not have any obligation to so increase its Commitment Percentage of Loan Commitment. In the Requested Increase, and shall have a period of fifteen (15) days from the First Solicitation to notify Agent whether or event that each Bank does not such Lender elects so elect to increase its Revolving Loan Commitment. Any Lender that fails to respond to the First Solicitation in writing within such fifteen (15)-day period will be deemed to have elected not to increase its Revolving Commitment. If all Lenders elect to increase , Administrative Agent, Syndication Agents and/or their respective Revolving Commitments by amounts equal to their respective Commitment Percentages of the Requested Increase, Agent shall so notify Borrower, Agent and each of the Lenders, and Borrower shall proceed in accordance with Section 3.6(b) below. If any Lender (any such Lender, a “Declining Bank”) shall not elect or shall be deemed to have elected not to increase its Revolving Commitment as aforesaid, (i) the amount of such Declining Lender’s Revolving Commitment shall be unchanged, (ii) Agent shall notify Borrower and each of the Lenders as to which Lenders have elected to increase their Revolving Commitments and by what amounts and (iii) if Borrower so requests, Agent Affiliates shall use commercially reasonable efforts to either (A) solicit from the Lenders that elected locate additional lenders willing to increase their respective Revolving Commitments a further increase in their Revolving Commitments in an aggregate amount equal to all or any portion of the aggregate amount of the Declining Lenders’ Commitment Percentage of hold commitments for the Requested Increase (Increase, subject to the “Shortfall”) or (B) submit a list approval of any such proposed syndicate members lender by the Borrower, and the Borrower may also identify additional lenders willing to hold commitments for the Requested Increase, provided that are the Administrative Agent shall have the right to approve any such additional lender, which approval will not then a party to this Agreement to Borrower for its review and approval (such approval not to be unreasonably withheld or delayed) in order to obtain additional commitments in an amount equal to the Shortfall. From and after the Accordion Expiration Date, Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except to the extent that Agent may be continuing to use commercially reasonable efforts to satisfy any Requested Increase that is timely given in accordance with this Section 3.6(a). (b) In connection with increases to the Revolving Loan Commitments of some or all of the Lenders Banks as provided in Section 3.6(aparagraph (a) above, Borrower shall shall, at the request of the applicable Bank, execute supplemental Ratable Loan Notes (the “Supplemental Notes”) evidencing such increases, as well as such other confirmatory modifications to this Agreement as Administrative Agent shall reasonably request. In connection with the addition of lenders as a result of solicitations by Administrative Agent and Syndication Agents pursuant to clause paragraph (B) of Section 3.6(aa) above (“New LendersBanks”), Borrower, Administrative Agent and each New Lender Bank shall execute an acceptance letter in the form of Exhibit F EXHIBIT H (the “Acceptance Letter”). , Borrower shall execute a Ratable Loan Note payable to each New Lender Bank in the amount of the New LenderBank’s Revolving Loan Commitment (a “New Note”) and Borrower and Administrative Agent (with the consent of only the New Lenders Banks and those Lenders Banks increasing their Revolving Loan Commitments) shall execute such confirmatory modifications to this Agreement as Administrative Agent shall reasonably request, whereupon the New Lender Bank shall become, and have the rights and obligations of, a “LenderBank”, with a Revolving Loan Commitment in the amount set forth in such Acceptance Letter. The Lenders Banks shall have no right of approval with respect to a New LenderBank’s becoming a Lender Bank or the amount of its Revolving Loan Commitment, provided, however, that Administrative Agent and Syndication Agents shall have such right of approval, not to be unreasonably withheld. Each Supplemental Note and New Note shall constitute one of the Unsecured Revolving Promissory Notes constituting the “NoteRatable Loan Notes” for all purposes of this Agreement. (c) If at the time a New Lender Bank becomes a Lender Bank (or a Lender Bank increases its Revolving Loan Commitment) pursuant to this Section there is any principal outstanding under the Note Ratable Loan Notes of the previously admitted Lenders Banks (the “Existing LendersBanks”), such New Lender Bank (or Lender Bank increasing its Revolving Loan Commitment) shall remit to Administrative Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Revolving Loan Commitment of the New Lender Bank (or the amount of the increase in the Revolving Loan Commitment of a Lender Bank increasing its Revolving Loan Commitment), which amount shall be deemed advanced under the Revolving Commitment Ratable Loan of the New Lender Bank (or the Lender Bank increasing its Revolving Loan Commitment). Administrative Agent shall pay such amount to the Existing Lenders Banks in accordance with the Existing LendersBanks’ respective Commitment Percentages Pro Rata Shares (as calculated immediately prior to the admission of the New Lender Bank (or the increase in a LenderBank’s Revolving Loan Commitment)), and such payment shall effect an automatic reduction of the outstanding principal balance under the respective Ratable Loan Notes of the Existing LendersBanks. For purposes of this Section, the term “Outstanding Percentage” means the ratio of (i) the aggregate outstanding principal amount under all of the Ratable Notes of the Existing LendersBanks, immediately prior to the admission of the New Lender Bank (or the increase in the Revolving Loan Commitment of a LenderBank), to (ii) the aggregate of the Revolving Loan Commitments of the Existing Lenders Banks (as increased pursuant to this Section, if applicable) and the New LendersBank.