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).

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 Loan Commitments. (b) In connection with increases to the extent Loan Commitments of some or all of the Banks as provided in paragraph (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 paragraph (a) above ("New Banks"), Borrower, Administrative Agent and each New Bank shall execute an Acceptance Letter in the form of EXHIBIT H, Borrower shall execute a Ratable Loan Note to each New Bank in the amount of the New Bank's Loan Commitment (a "New Note") and Borrower, Administrative Agent and the Banks shall execute such confirmatory modifications to this Agreement as Administrative Agent shall reasonably request, whereupon the New Bank shall become, and have the rights and obligations of, a "Bank", with a Loan Commitment in the amount set forth in such Acceptance Letter. The Banks shall have no right of approval with respect to a New Bank's becoming a Bank or the amount of its Loan Commitment, provided, however, that Syndication Agent may shall have such right of approval, not to be continuing unreasonably withheld. Each Supplemental Note and New Note shall constitute "Ratable Loan Notes" for all purposes of this Agreement. (c) If at the time a New Bank becomes a Bank (or a Bank increases its Loan Commitment) pursuant to use commercially reasonable efforts this Section there is any principal outstanding under the Ratable Loan Notes of the previously admitted Banks (the "Existing Banks"), such New Bank (or Bank increasing its Loan Commitment) shall remit to satisfy any Requested Increase that is timely given Administrative Agent an amount equal to the Outstanding Percentage (as defined below) multiplied by the Loan Commitment of the New Bank (or the amount of the increase in the Loan Commitment of a Bank increasing its Loan Commitment), which amount shall be deemed advanced under the Ratable Loan of the New Bank (or the Bank increasing its Loan Commitment). Administrative Agent shall pay such amount to the Existing Banks in accordance with the Existing Banks' respective Pro Rata Shares (as calculated immediately prior to the admission of the New Bank (or the increase in a 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 Banks. For purposes of this Section 3.6(a).Section, the term "

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 each such Lender or other lending institution (each an "Assuming Lender") which agrees to assume an Additional Commitment shall execute and deliver to the Accordion Expiration DateAdministrative Agent an Additional Commitment Assumption Agreement substantially in the form of Exhibit C (with the increase in or, in the case of 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 Administrative Agent). The Administrative Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except promptly notify each Lender as to the extent that occurrence of each delivery to it of an Additional Commitment Assumption Agreement. Upon the delivery to the Administrative Agent may of each Additional Commitment Assumption Agreement, (x) Schedule I to this Agreement shall be continuing deemed to use commercially reasonable efforts be modified to satisfy any Requested Increase that is timely given reflect the Additional Commitments of such Assuming Lenders, (y) if requested by such Assuming Lender, the Borrower shall deliver a promissory note in accordance with this the terms of Section 3.6(a)2.09(e) evidencing such Additional Commitments, and (z) the Borrower shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between the Borrower and such Assuming Lender.

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).

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 this paragraph are in addition to the terms and conditions in section 2.15 of this Agreement. (b) In connection with this Section 3.6(a).an Increased Commitment, Borrower shall execute supplemental promissory notes (the "Supplemental Notes") to each of the New Lenders in proportion to each such New Lender’s ratable portion of the Increased Commitment, as well as

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.

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. If Upon its receipt of such notices from all Lenders elect 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 Revolving Loan Commitments by amounts equal to their respective Commitment Percentages of the Requested Increase, Agent shall so notify Borrower, Agent as aforesaid and each of the Lenders, and Borrower shall proceed in accordance with Section 3.6(b) below. If any Lender which Banks have not agreed (any such Lender, a “Declining Bank”) shall or are deemed not elect or shall be deemed to have elected not to increase its Revolving Commitment as aforesaid, (iagreed) 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 Loan 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)as aforesaid.

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 each such Lender or other lending institution (each an "Assuming Lender") which agrees to assume an Additional Commitment shall execute and deliver to the Accordion Expiration DateAdministrative Agent an Additional Commitment Assumption Agreement substantially in the form of Exhibit C (with the increase in or, in the case of 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 Administrative Agent). The Administrative Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except promptly notify each Lender as to the extent that occurrence of each delivery to it of an Additional Commitment Assumption Agreement. Upon the delivery to the Administrative Agent may of each Additional Commitment Assumption Agreement, (x) Schedule 2.01 to this Agreement shall be continuing deemed to use commercially reasonable efforts be modified to satisfy any Requested Increase that is timely given reflect the Additional Commitments of such Assuming Lenders, (y) if requested by such Assuming Lender, the Borrower shall deliver a promissory note in accordance with this the terms of Section 3.6(a).2.09(e) evidencing such Additional Commitments, and (z) the Borrower shall pay

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 increase the Revolving such Commitment Amount to an or participate in such Incremental Term C Facility. The aggregate amount no greater than the sum of (1y) the Accordion Amount plus (2) $150,000,000. The any increase in the Revolving Commitment Amount pursuant to any such particular request shall be at least an amount Commitment, the commitment available for Term A Loans or both (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”"COMMITMENT INCREASE AMOUNT"). 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, (iz) the amount of such Declining Lender’s Revolving Commitment the Incremental Term C Facility, shall be unchanged, (ii) Agent not exceed $100,000,000. Such notice 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 specify the Lenders that elected to increase their respective Revolving Commitments a further increase in their Revolving Commitments in an aggregate amount equal to all requested Commitment Increase Amount or any portion of the aggregate requested amount of the Declining Lenders’ Commitment Percentage of Incremental Term C Facility, as the Requested Increase (the “Shortfall”) or case may be; (B) submit a list specify the applicable Facility or Facilities to which such Commitment Increase Amount is to apply, and if more than one Facility, the Commitment Increase Amount in respect of proposed syndicate members that are each such Facility; (C) specify the effective date of such Commitment increase or Incremental Term C Facility, which date shall not then a party to this Agreement to Borrower for its review be less than 60 nor more than 90 days following the date of such written notice; and approval (such approval not to be unreasonably withheld or delayedD) in order to obtain additional commitments in an amount equal include financial projections satisfactory to the Shortfall. From and after the Accordion Expiration Date, Administrative Agent (a copy of which shall have no further obligation to syndicate the Facility or to obtain or accept any additional Revolving Commitments except be provided to the extent that Agent may be continuing Lenders) which evidence that, after giving effect to use commercially reasonable efforts to satisfy any Requested the Commitment Increase that is timely given in accordance with this Section 3.6(a).Amount or the Incremental Term C

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.

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.

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).