Common use of Changes in Facility Amount Clause in Contracts

Changes in Facility Amount. (a) On any date prior to the Termination Date, the Borrower may request an increase in the Facility Amount, to an amount not exceeding the Maximum Facility Amount, through an increase in like amount of the aggregate Commitments (a “Facility Increase”). Such request shall be made by notice to the Documentation Agent, shall identify the Lenders agreeing to increase their Commitments or additional Persons agreeing to become additional Lenders and shall specify, for each such Lender or other Person, the identity thereof and the amount of its proposed Commitment. The Documentation Agent shall promptly provide a copy of any such notice to the Facility Agent and each Managing Agent, and each Managing Agent, upon receipt thereof, shall promptly provide a copy thereof to each Lender in its Lender Group. Any Facility Increase shall be subject to satisfaction of the conditions set forth in subsection (c) below, and (i) to the extent such Facility Increase consists of Lenders increasing their Commitments, such Facility Increase shall become effective upon the execution and delivery of an amendment to this Agreement by the Borrower, the Servicer, the Facility Agent, each such increasing Lender, the Managing Agent for its Lender Group and without the requirement of consent from any other Lender or Agent, and (ii) to the extent such Facility Increase consists of additional Persons becoming Lenders hereunder, such Facility Increase shall become effective upon the execution and delivery by the Borrower, the Servicer, the Facility Agent, each such Person and the Managing Agent for its Lender Group (and without the requirement of consent from any other Lender or Agent) of an agreement substantially in the form attached as Exhibit C-2 hereto (a “Joinder Agreement”). (b) Upon the effectiveness of a Joinder Agreement, each additional Person or Persons agreeing to become a Lender thereby shall for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a Lender under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by Borrower, the Lenders or the Agents. Promptly following the effectiveness of any amendment to this agreement described in clause (a)(i) above or of any Joinder Agreement, the Facility Agent shall record the information contained therein in the Register and give prompt notice thereof to each Lender. (c) Each Facility Increase shall be subject to the conditions precedent that: (i) unless otherwise consented to by the Facility Agent, the minimum increase in the Facility Amount shall be $5,000,000; (ii) after giving effect to such increase, the Facility Amount shall not exceed the Maximum Facility Amount; (iii) all Lenders shall have the pro rata benefit of any increased Interest margins, Facility Fees payable (directly or indirectly) for the benefit of any Lenders which are increasing or assuming new Commitments in connection with such Facility Increase; (iv) the representations and warranties set forth in Sections 4.1 and 7.8 shall be true and correct on and as of the date of such Facility Increase, before and after giving effect thereto, as though made on and as of such date; (v) no event that constitutes a Termination Event has occurred and is continuing or would result from such Facility Increase; (vi) the Borrowing Base Test shall be satisfied; (vii) the Overcollateralization Ratio Test shall be satisfied; (viii) the Required Equity Test shall be satisfied; (ix) each Collateral Quality Test shall be satisfied; (x) there shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the date of the most recent Advance; (xi) if the Facility Amount shall exceed $210,000,000 after giving effect to such Facility Increase, the Rating Agency shall have confirmed in writing to the Borrower and the Facility Agent that (i) such Facility Increase will not result in the reduction of its rating of the existing portion of the Rated Facility to below the Required Facility Rating or in a withdrawal of its rating of the existing portion of the Rated Facility, and (ii) its rating of the increased portion of the Rated Facility is at least equal to the Required Facility Rating; (xii) if any new Advances or repayments of Advances shall occur pursuant to Section 2.16 in connection with any Facility Increase, each Lender shall have received the notice required pursuant to Section 2.15(a) not less than two (2) Business Days prior to the date of such Facility Increase; and (xiii) the Servicer and the Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Facility Agent as it may reasonably request. (d) The Borrower shall be entitled at its option and without premium or penalty, at any time prior to the occurrence of a Termination Event, to reduce the Facility Amount in whole or in part, by delivering a Borrower Notice substantially in the form of Exhibit A-2 to the Documentation Agent at least two (2) Business Days prior to the date of such reduction; provided that any partial reduction of the Facility Amount shall be in an amount equal to the lesser of (I) the Availability or (II) $2,000,000 and integral multiples of $100,000 in excess thereof. Upon receipt of any such Borrower Notice, the Documentation Agent shall promptly forward a copy thereof to the Facility Agent, each Managing Agent and Lender. Unless otherwise agreed by the Facility Agent and the Lenders, the Commitment of each Lender shall be reduced ratably in proportion to such reduction in the Facility Amount. Any request for a reduction or termination pursuant to this Section 2.15(d) shall be irrevocable. The Servicer shall deliver notice of each reduction of the Facility Amount to the Rating Agency.

Changes in Facility Amount. (a) On any date prior to the Revolving Period Termination Date, the Borrower may request an increase in the Facility Amount, to an amount not exceeding the Maximum Facility Amount, through an increase in like amount of the aggregate Commitments (a “Facility Increase”). Such request shall be made by notice to the Documentation Agent, shall identify the Lenders agreeing to increase their Commitments or additional Persons agreeing to become additional Lenders and shall specify, for each such Lender or other Person, the identity thereof and the amount of its proposed Commitment. The Documentation Agent shall promptly provide a copy of any such notice to the Facility Agent and each Managing Agent, and each Managing Agent, upon receipt thereof, shall promptly provide a copy thereof to each Lender in its Lender Group. Any Facility Increase shall be subject to satisfaction of the conditions set forth in subsection (cSection 2.15(c) below, and (i) to the extent such Facility Increase consists of Lenders increasing their Commitments, such Facility Increase shall become effective upon the execution and delivery of an amendment to this Agreement by the Borrower, the Servicer, the Facility Agent, each such increasing Lender, the Managing Agent for its Lender Group and without the requirement of consent from any other Lender or Agent, and (ii) to the extent such Facility Increase consists of additional Persons becoming Lenders hereunder, such Facility Increase shall become effective upon the execution and delivery by the Borrower, the Servicer, the Facility Agent, each such Person and the Managing Agent for its Lender Group (and without the requirement of consent from any other Lender or Agent) of an agreement substantially in the form attached as Exhibit C-2 C‑2 hereto (a “Joinder Agreement”); and (ii) to the extent such Facility Increase consists of Lenders increasing their Commitments, such Facility Increase shall become effective upon the execution and delivery by the Borrower, the Servicer, the Facility Agent, each such increasing Lender and the Managing Agent for its Lender Group (and without the requirement of consent from any other Lender or Agent) of an agreement substantially in the form attached as Exhibit C‑3 hereto (a “Commitment Increase Agreement”). (b) Upon the effectiveness of a Joinder Agreement, each additional Person or Persons agreeing to become a Lender thereby shall for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a Lender under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by Borrower, the Lenders or the Agents. Promptly following the effectiveness of any amendment to this agreement described in clause (a)(i) above Joinder Agreement or of any Joinder Commitment Increase Agreement, the Facility Agent shall record the information contained therein in the Register and give prompt notice thereof to each Lender. (c) Each Facility Increase shall be subject to the conditions precedent that: (i) unless otherwise consented to by the Facility Agent, the minimum increase in the Facility Amount shall be $5,000,000; (ii) after giving effect to such increase, the Facility Amount shall not exceed the Maximum Facility AmountAmount (except as provided in clause (xi) below); (iii) all Lenders shall have the pro rata benefit of any increased Interest margins, Facility Unused Fees payable (directly or indirectly) for the benefit of any Lenders which are increasing or assuming new Commitments in connection with such Facility Increase; (iv) the representations and warranties set forth in Sections 4.1 and 7.8 shall be true and correct on and as of the date of such Facility Increase, before and after giving effect thereto, as though made on and as of such date; (v) no event that constitutes a Revolving Period Termination Event has occurred and is continuing or would result from such Facility Increase; (vi) the Borrowing Base Test shall be satisfied; (vii) the Overcollateralization Ratio Test shall be satisfied; (viii) the Required Equity Test shall be satisfied; (ix) each Collateral Quality Test shall be satisfied; (x) there shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the date of the most recent Advance; (xi) if the Facility Amount shall exceed $210,000,000 the Maximum Facility Amount then in effect and after giving effect to such Facility Increase, the Rating Agency shall have confirmed in writing to the Borrower and the Facility Agent that (i) such Facility Increase will not result in the reduction of its rating of the existing portion of the Rated Facility to below the Required Facility Rating or in a withdrawal of its rating of the existing portion -18- of the Rated Facility, and (ii) its rating of the increased portion of the Rated Facility is at least equal to the Required Facility Rating; (xii) if if, as of the date of the notice from the Borrower pursuant to Section 2.15(a), any new unfunded Advances had been requested or repayments of Advances shall occur would result pursuant to Section 2.16 in connection with any Facility Increase, the Documentation Agent shall have provided to each Lender shall have received the a copy of such notice required pursuant to Section 2.15(a) not less than two (2) Business Days prior to the date of such Facility Increase; and (xiii) the Servicer and the Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Facility Agent as it may reasonably request. (d) The Borrower shall be entitled at its option and without premium or penalty, at any time prior to the occurrence of a Revolving Period Termination Event, to reduce the Facility Amount in whole or in part, by delivering a Borrower Notice substantially in the form of Exhibit A-2 A‑2 to the Documentation Agent at least two (2) Business Days prior to the date of such reduction; provided that any partial reduction of the Facility Amount shall be in an amount equal to the lesser of (I) the Availability or (II) $2,000,000 and integral multiples of $100,000 in excess thereof. Upon receipt of any such Borrower Notice, the Documentation Agent shall promptly forward a copy thereof to the Facility Agent, each Managing Agent and Lender. Unless otherwise agreed by the Facility Agent and the Lenders, the Commitment of each Lender shall be reduced ratably in proportion to such reduction in the Facility Amount. Any request for a reduction or termination pursuant to this Section 2.15(d) shall be irrevocable. The Servicer shall deliver notice of each reduction of the Facility Amount to the Rating Agency.

Changes in Facility Amount. (a) On any date prior to the Termination Date, the Borrower may request an increase in the Facility Amount, to an amount not exceeding the Maximum Facility Amount, through an increase in like amount of the aggregate Commitments (a “Facility Increase”). Such request shall be made by notice to the Documentation Agent, shall identify the Lenders agreeing to increase their Commitments or additional Persons agreeing to become additional Lenders and shall specify, for each such Lender or other Person, the identity thereof and the amount of its proposed Commitment. The Documentation Agent shall promptly provide a copy of any such notice to the Facility Agent and each Managing Agent, and each Managing Agent, upon receipt thereof, shall promptly provide a copy thereof to each Lender in its Lender Group. Any Facility Increase shall be subject to satisfaction of the conditions set forth in subsection (c) below, and (i) to the extent such Facility Increase consists of Lenders increasing their Commitments, such Facility Increase shall become effective upon the execution and delivery of an amendment to this Agreement by the Borrower, the Servicer, the Facility Agent, each such increasing Lender, the Managing Agent for its Lender Group and without the requirement of consent from any other Lender or Agent, and (ii) to the extent such Facility Increase consists of additional Persons becoming Lenders hereunder, such Facility Increase shall become effective upon the execution and delivery by the Borrower, the Servicer, the Facility Agent, each such Person and the Managing Agent for its Lender Group (and without the requirement of consent from any other Lender or Agent) of an agreement substantially in the form attached as Exhibit C-2 hereto (a “Joinder Agreement”). (b) Upon the effectiveness of a Joinder Agreement, each additional Person or Persons agreeing to become a Lender thereby shall for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a Lender under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by Borrower, the Lenders or the Agents. Promptly following the effectiveness of any amendment to this agreement described in clause (a)(i) above or of any Joinder Agreement, the Facility Agent shall record the information contained therein in the Register and give prompt notice thereof to each Lender. (c) Each Facility Increase shall be subject to the conditions precedent that: (i) unless otherwise consented to by the Facility Agent, the minimum increase in the Facility Amount shall be $5,000,000; (ii) after giving effect to such increase, the Facility Amount shall not exceed the Maximum Facility Amount; (iii) all Lenders shall have the pro rata benefit of any increased Interest margins, Facility Fees payable (directly or indirectly) for the benefit of any Lenders which are increasing or assuming new Commitments in connection with such Facility Increase; (iv) the representations and warranties set forth in Sections 4.1 and 7.8 shall be true and correct on and as of the date of such Facility Increase, before and after giving effect thereto, as though made on and as of such date; (v) no event that constitutes a Termination Event has occurred and is continuing or would result from such Facility Increase; (vi) the Borrowing Base Test shall be satisfied; (vii) the Overcollateralization Ratio Test shall be satisfied; (viii) the Required Equity Test shall be satisfied; (ix) each Collateral Quality Test shall be satisfied; (x) there shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the date of the most recent Advance; (xi) if the Facility Amount shall exceed $210,000,000 650,000,000 after giving effect to such Facility Increase, the Rating Agency shall have confirmed in writing to the Borrower and the Facility Agent that (i) such Facility Increase will not result in the reduction of its rating of the existing portion of the Rated Facility to below the Required Facility Rating or in a withdrawal of its rating of the existing portion of the Rated Facility, and (ii) its rating of the increased portion of the Rated Facility is at least equal to the Required Facility Rating; (xii) if any new Advances or repayments of Advances shall occur pursuant to Section 2.16 in connection with any Facility Increase, each Lender shall have received the notice required pursuant to Section 2.15(a) not less than two (2) Business Days prior to the date of such Facility Increase; and (xiii) the Servicer and the Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Facility Agent as it may reasonably request. (d) The Borrower shall be entitled at its option and without premium or penalty, at any time prior to the occurrence of a Termination Event, to reduce the Facility Amount in whole or in part, by delivering a Borrower Notice substantially in the form of Exhibit A-2 to the Documentation Agent at least two (2) Business Days prior to the date of such reduction; provided that any partial reduction of the Facility Amount shall be in an amount equal to the lesser of (I) the Availability or (II) $2,000,000 and integral multiples of $100,000 in excess thereof. Upon receipt of any such Borrower Notice, the Documentation Agent shall promptly forward a copy thereof to the Facility Agent, each Managing Agent and Lender. Unless otherwise agreed by the Facility Agent and the Lenders, the Commitment of each Lender shall be reduced ratably in proportion to such reduction in the Facility Amount. Any request for a reduction or termination pursuant to this Section 2.15(d) shall be irrevocable. The Servicer shall deliver notice of each reduction of the Facility Amount to the Rating Agency.

Changes in Facility Amount. (a) a On any date prior to the Revolving Period Termination Date, the Borrower may request an increase in the Facility Amount, to an amount not exceeding the Maximum Facility Amount, through an increase in like amount of the aggregate Commitments (a “Facility Increase”). Such request shall be made by notice to the Documentation Agent, shall identify the Lenders agreeing to increase their Commitments or additional Persons agreeing to become additional Lenders and shall specify, for each such Lender or other Person, the identity thereof and the amount of its proposed Commitment. The Documentation Agent shall promptly provide a copy of any such notice to the Facility Agent and each Managing Agent, and each Managing Agent, upon receipt thereof, shall promptly provide a copy thereof to each Lender in its Lender Group. Any Facility Increase shall be subject to satisfaction of the conditions set forth in subsection (cSection 2.15(c) below, and (i) to the extent such Facility Increase consists of Lenders increasing their Commitments, such Facility Increase shall become effective upon the execution and delivery of an amendment to this Agreement by the Borrower, the Servicer, the Facility Agent, each such increasing Lender, the Managing Agent for its Lender Group and without the requirement of consent from any other Lender or Agent, and (ii) i to the extent such Facility Increase consists of additional Persons becoming Lenders hereunder, such Facility Increase shall become effective upon the execution and delivery by the Borrower, the Servicer, the Facility Agent, each such Person and the Managing Agent for its Lender Group (and without the requirement of consent from any other Lender or Agent) of an agreement substantially in the form attached as Exhibit C-2 C2 hereto (a “Joinder Agreement”). ; and ii to the extent such Facility Increase consists of Lenders increasing their Commitments, such Facility Increase shall become effective upon the execution and delivery by the Borrower, the Servicer, the Facility Agent, each such increasing Lender and the Managing Agent for its Lender Group (band without the requirement of consent from any other Lender or Agent) of an agreement substantially in the form attached as Exhibit C3 hereto (a “Commitment Increase Agreement”). b Upon the effectiveness of a Joinder Agreement, each additional Person or Persons agreeing to become a Lender thereby shall for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a Lender under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by Borrower, the Lenders or the Agents. Promptly following the effectiveness of any amendment to this agreement described in clause (a)(i) above Joinder Agreement or of any Joinder Commitment Increase Agreement, the Facility Agent shall record the information contained therein in the Register and give prompt notice thereof to each Lender. (c) . c Each Facility Increase shall be subject to the conditions precedent that: i. such Facility Increase shall have been consented to by the Facility Agent (i) which consent shall not be unreasonably withheld or delayed); ii. unless otherwise consented to by the Facility Agent, the minimum increase in the Facility Amount shall be $5,000,000; (ii) iii. after giving effect to such increase, the Facility Amount shall not exceed the Maximum Facility Amount; (iii) iv. all Lenders shall have the pro rata benefit of any increased Interest margins, Facility Unused Fees payable (directly or indirectly) for the benefit of any Lenders which are increasing or assuming new Commitments in connection with such Facility Increase; (iv) ; v. the representations and warranties set forth in Sections 4.1 and 7.8 shall be true and correct on and as of the date of such Facility Increase, before and after giving effect thereto, as though made on and as of such date; (v) no event that constitutes a Termination Event has occurred and is continuing or would result from such Facility Increase; (vi) the Borrowing Base Test shall be satisfied; (vii) the Overcollateralization Ratio Test shall be satisfied; (viii) the Required Equity Test shall be satisfied; (ix) each Collateral Quality Test shall be satisfied; (x) there shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the date of the most recent Advance; (xi) if the Facility Amount shall exceed $210,000,000 after giving effect to such Facility Increase, the Rating Agency shall have confirmed in writing to the Borrower and the Facility Agent that (i) such Facility Increase will not result in the reduction of its rating of the existing portion of the Rated Facility to below the Required Facility Rating or in a withdrawal of its rating of the existing portion of the Rated Facility, and (ii) its rating of the increased portion of the Rated Facility is at least equal to the Required Facility Rating; (xii) if any new Advances or repayments of Advances shall occur pursuant to Section 2.16 in connection with any Facility Increase, each Lender shall have received the notice required pursuant to Section 2.15(a) not less than two (2) Business Days prior to the date of such Facility Increase; and (xiii) the Servicer and the Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Facility Agent as it may reasonably request. (d) The Borrower shall be entitled at its option and without premium or penalty, at any time prior to the occurrence of a Termination Event, to reduce the Facility Amount in whole or in part, by delivering a Borrower Notice substantially in the form of Exhibit A-2 to the Documentation Agent at least two (2) Business Days prior to the date of such reduction; provided that any partial reduction of the Facility Amount shall be in an amount equal to the lesser of (I) the Availability or (II) $2,000,000 and integral multiples of $100,000 in excess thereof. Upon receipt of any such Borrower Notice, the Documentation Agent shall promptly forward a copy thereof to the Facility Agent, each Managing Agent and Lender. Unless otherwise agreed by the Facility Agent and the Lenders, the Commitment of each Lender shall be reduced ratably in proportion to such reduction in the Facility Amount. Any request for a reduction or termination pursuant to this Section 2.15(d) shall be irrevocable. The Servicer shall deliver notice of each reduction of the Facility Amount to the Rating Agency.

Changes in Facility Amount. (a) On any date prior to the Revolving Period Termination Date, the Borrower may request an increase in the Facility Amount, to an amount not exceeding the Maximum Facility Amount, through an increase in like amount of the aggregate Commitments (a “Facility Increase”). Such request shall be made by notice to the Documentation Agent and the Facility Agent, shall identify the Lenders agreeing to increase their Commitments or additional Persons agreeing to become additional Lenders and shall specify, for each such Lender or other Person, the identity thereof and the amount of its proposed Commitment; provided, however, that prior to the incurrence of any such Facility Increase, (x) the Borrower shall be required to first offer to Bank OZK the opportunity to provide all (but not less than all) of such Facility Increase, pursuant to which the Borrower shall provide Bank OZK with a written notice of its intent to incur such Facility Increase and the time period within which Bank OZK is required to provide an initial written expression of interest in providing such Facility Increase, subject to credit approval and satisfaction of Bank OZK’s internal procedures (which time period shall in no event be less than 10 Business Days from the date on which such notice is provided to Bank OZK unless otherwise agreed by the Borrower and Bank OZK) and the time period within which Bank OZK shall be required to close on such Facility Increase if Bank OZK elects to do so (which time period shall in no event be less than 20 Business Days from the date on which such notice is provided to Bank OZK unless otherwise agreed by the Borrower and Bank OZK). Bank OZK shall not be obligated to provide any such Facility Increase, and Bank OZK’s agreement to provide any such Facility Increase shall be in Bank OZK’s sole discretion; provided, that if Bank OZK rejects the offer, or shall be deemed to have rejected such offer by not responding in either of the applicable time periods specified in the notice in accordance with the above, the Borrower may invite any prospective lender to provide such proposed Facility Increase on terms and conditions as determined by the Borrower (in each case in the Borrower’s sole discretion; provided that no additional Lender may be a Conduit Lender without the prior written consent of the Facility Agent, which may be given or withheld by the Facility Agent in its sole discretion). The Documentation Agent FacilityAgent shall promptly provide a copy of any such notice to the Facility Agent and each Managing Agent, and each Managing Agent, upon receipt thereof, shall promptly provide a copy thereof to each Lender in its Lender Group. Any Facility Increase shall be subject to satisfaction of the conditions set forth in subsection (cSection 2.15(c) below, and (i) to the extent such Facility Increase consists of Lenders increasing their Commitments, such Facility Increase shall become effective upon the execution and delivery of an amendment to this Agreement by the Borrower, the Servicer, the Facility Agent, each such increasing Lender, the Managing Agent for its Lender Group and without the requirement of consent from any other Lender or Agent, and (ii) to the extent such Facility Increase consists of additional Persons becoming Lenders hereunder, such Facility Increase shall become effective upon the execution and delivery by the Borrower, the Servicer, the Facility Agent, each such Person and the Managing Agent for its Lender Group (and without the requirement of consent from any other Lender or Agent) of an agreement substantially in the form attached as Exhibit C-2 hereto (a “Joinder Agreement”), an additional fee letter or fee letters setting forth a commercially reasonable agency fee for the Facility Agent in an amount to be reasonably agreed between Borrower and Facility Agent, and, in connection with the first such additional Person becoming a Lender hereunder, an amendment to this Agreement establishing a swing line facility, in form and substance reasonably acceptable to Borrower and Facility Agent; and (ii) to the extent such Facility Increase consists of Lenders increasing their Commitments, such Facility Increase shall become effective upon the execution and delivery by the Borrower, the Servicer, the Facility Agent, each such increasing Lender and the Managing Agent for its Lender Group (and without the requirement of consent from any other Lender or Agent) of an agreement substantially in the form attached as Exhibit C-3 hereto (a “Commitment Increase Agreement”). (b) Upon the effectiveness of a Joinder Agreement, each additional Person or Persons agreeing to become a Lender thereby shall for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a Lender under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by Borrower▇▇▇▇▇▇▇▇, the Lenders or the Agents. Promptly following the effectiveness of any amendment to this agreement described in clause (a)(i) above Joinder Agreement or of any Joinder Commitment Increase Agreement, the Facility Agent shall record the information contained therein in the Register and give prompt notice thereof to each Lender. (c) Each Facility Increase shall be subject to the conditions precedent that: (i) such Facility Increase shall have been consented to by the Facility Agent (which consent shall not be unreasonably withheld or delayed); (ii) unless otherwise consented to by the Facility Agent, the minimum increase in the Facility Amount shall be $5,000,000; (iiiii) after giving effect to such increase, the Facility Amount shall not exceed the Maximum Facility Amount; (iiiiv) all Lenders shall have the pro rata benefit of any increased Interest margins, Facility Unused Fees payable (directly or indirectly) for the benefit of any Lenders which are increasing or assuming new Commitments in connection with such Facility Increase; (ivv) the representations and warranties set forth in Sections 4.1 and 7.8 shall be true and correct on and as of the date of such Facility Increase, before and after giving effect thereto, as though made on and as of such date; (vvi) no event that constitutes a Revolving Period Termination Event has occurred and is continuing or would result from such Facility Increase; (vivii) the Borrowing Base Test shall be satisfied; (viiviii) the Overcollateralization Ratio Test shall be satisfied; (viiiix) the Required Equity Test shall be satisfied; (ixx) each Collateral Quality Test shall be satisfied; (xxi) there shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the date of the most recent Advance; (xixii) if if, as of the Facility Amount shall exceed $210,000,000 after giving effect to such Facility Increase, date of the Rating Agency shall have confirmed in writing to notice from the Borrower and the Facility Agent that (i) such Facility Increase will not result in the reduction of its rating of the existing portion of the Rated Facility pursuant to below the Required Facility Rating or in a withdrawal of its rating of the existing portion of the Rated FacilitySection 2.15(a), and (ii) its rating of the increased portion of the Rated Facility is at least equal to the Required Facility Rating; (xii) if any new unfunded Advances had been requested or repayments of Advances shall occur would result pursuant to Section 2.16 in connection with any Facility Increase, the Documentation Agent shall have provided to each Lender shall have received the a copy of such notice required pursuant to Section 2.15(a) not less than two (2) Business Days prior to the date of such Facility Increase; and (xiii) the Servicer and the Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Facility Agent as it may reasonably request. (d) The Borrower shall be entitled at its option and without premium or penalty, at any time prior to the occurrence of a Revolving Period Termination Event, to reduce the Facility Amount in whole or in part, by delivering a Borrower Notice substantially in the form of Exhibit A-2 to the Documentation Agent at least two five (25) Business Days prior to the date of such reduction; provided that any partial reduction of the Facility Amount shall be in an amount equal to the lesser of (I) the Availability or (II) $2,000,000 and integral multiples of $100,000 in excess thereof. Upon receipt of any such Borrower Notice, the Documentation Agent shall promptly forward a copy thereof to the Facility Agent, each Managing Agent and Lender. Unless otherwise agreed by the Facility Agent and the Lenders, the Commitment of each Lender shall be reduced ratably in proportion to such reduction in the Facility Amount. Any request for a reduction or termination pursuant to this Section 2.15(d) shall be irrevocable. The Servicer shall deliver notice of each reduction of the Facility Amount to the Rating Agency.

Changes in Facility Amount. (a) On any date prior to the Revolving Period Termination Date, the Borrower may request an increase in the Facility Amount, to an amount not exceeding the Maximum Facility Amount, through an increase in like amount of the aggregate Commitments (a “Facility Increase”). Such request shall be made by notice to the Documentation Agent, shall identify the Lenders agreeing to increase their Commitments or additional Persons agreeing to become additional Lenders and shall specify, for each such Lender or other Person, the identity thereof and the amount of its proposed Commitment. The Documentation Agent shall promptly provide a copy of any such notice to the Facility Agent and each Managing Agent, and each Managing Agent, upon receipt thereof, shall promptly provide a copy thereof to each Lender in its Lender Group. Any Facility Increase shall be subject to satisfaction of the conditions set forth in subsection (cSection 2.15(c) below, and (i) to the extent such Facility Increase consists of Lenders increasing their Commitments, such Facility Increase shall become effective upon the execution and delivery of an amendment to this Agreement by the Borrower, the Servicer, the Facility Agent, each such increasing Lender, the Managing Agent for its Lender Group and without the requirement of consent from any other Lender or Agent, and (ii) to the extent such Facility Increase consists of additional Persons becoming Lenders hereunder, such Facility Increase shall become effective upon the execution and delivery by the Borrower, the Servicer, the Facility Agent, each such Person and the Managing Agent for its Lender Group (and without the requirement of consent from any other Lender or Agent) of an agreement substantially in the form attached as Exhibit C-2 C‑2 hereto (a “Joinder Agreement”); and (ii) to the extent such Facility Increase consists of Lenders increasing their Commitments, such Facility Increase shall become effective upon the execution and delivery by the Borrower, the Servicer, the Facility Agent, each such increasing Lender and the Managing Agent for its Lender Group (and without the requirement of consent from any other Lender or Agent) of an agreement substantially in the form attached as Exhibit C‑3 hereto (a “Commitment Increase Agreement”). (b) Upon the effectiveness of a Joinder Agreement, each additional Person or Persons agreeing to become a Lender thereby shall for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a Lender under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by Borrower, the Lenders or the Agents. Promptly following the effectiveness of any amendment to this agreement described in clause (a)(i) above Joinder Agreement or of any Joinder {B2297203; 11} - 17 - Commitment Increase Agreement, the Facility Agent shall record the information contained therein in the Register and give prompt notice thereof to each Lender. (c) Each Facility Increase shall be subject to the conditions precedent that: (i) such Facility Increase shall have been consented to by the Facility Agent (which consent shall not be unreasonably withheld or delayed); (ii) unless otherwise consented to by the Facility Agent, the minimum increase in the Facility Amount shall be $5,000,000; (iiiii) after giving effect to such increase, the Facility Amount shall not exceed the Maximum Facility Amount; (iiiiv) all Lenders shall have the pro rata benefit of any increased Interest margins, Facility Unused Fees payable (directly or indirectly) for the benefit of any Lenders which are increasing or assuming new Commitments in connection with such Facility Increase; (ivv) the representations and warranties set forth in Sections 4.1 and 7.8 shall be true and correct on and as of the date of such Facility Increase, before and after giving effect thereto, as though made on and as of such date; (vvi) no event that constitutes a Revolving Period Termination Event has occurred and is continuing or would result from such Facility Increase; (vivii) the Borrowing Base Test shall be satisfied; (viiviii) the Overcollateralization Ratio Test shall be satisfied; (viiiix) the Required Equity Test shall be satisfied; (ixx) each Collateral Quality Test shall be satisfied; (xxi) there shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the date of the most recent Advance; (xixii) if if, as of the Facility Amount shall exceed $210,000,000 after giving effect to such Facility Increase, date of the Rating Agency shall have confirmed in writing to notice from the Borrower and the Facility Agent that (i) such Facility Increase will not result in the reduction of its rating of the existing portion of the Rated Facility pursuant to below the Required Facility Rating or in a withdrawal of its rating of the existing portion of the Rated FacilitySection 2.15(a), and (ii) its rating of the increased portion of the Rated Facility is at least equal to the Required Facility Rating; (xii) if any new unfunded Advances had been requested or repayments of Advances shall occur would result pursuant to Section 2.16 in connection with any Facility Increase, the Documentation Agent shall have provided to each Lender shall have received the a copy of such notice required pursuant to Section 2.15(a) not less than two (2) Business Days prior to the date of such Facility Increase; and (xiii) the Servicer and the Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Facility Agent as it may reasonably request.. {B2297203; 11} - 18 - (d) The Borrower shall be entitled at its option and without premium or penalty, at any time prior to the occurrence of a Revolving Period Termination Event, to reduce the Facility Amount in whole or in part, by delivering a Borrower Notice substantially in the form of Exhibit A-2 A‑2 to the Documentation Agent at least two (2) Business Days prior to the date of such reduction; provided that any partial reduction of the Facility Amount shall be in an amount equal to the lesser of (I) the Availability or (II) $2,000,000 and integral multiples of $100,000 in excess thereof. Upon receipt of any such Borrower Notice, the Documentation Agent shall promptly forward a copy thereof to the Facility Agent, each Managing Agent and Lender. Unless otherwise agreed by the Facility Agent and the Lenders, the Commitment of each Lender shall be reduced ratably in proportion to such reduction in the Facility Amount. Any request for a reduction or termination pursuant to this Section 2.15(d) shall be irrevocable. The Servicer shall deliver notice of each reduction of the Facility Amount to the Rating Agency.

Changes in Facility Amount. (a) On any date prior to the Termination Date, the Borrower may request an increase in the Facility Amount, to an amount not exceeding the Maximum Facility Amount, through an increase in like amount of the aggregate Commitments (a “Facility Increase”). Such request shall be made by notice to the Documentation Agent, shall identify the Lenders agreeing to increase their Commitments or additional Persons agreeing to become additional Lenders and shall specify, for each such Lender or other Person, the identity thereof and the amount of its proposed Commitment. The Documentation Agent shall promptly provide a copy of any such notice to the Facility Agent and each Managing Agent, and each Managing Agent, upon receipt thereof, shall promptly provide a copy thereof to each Lender in its Lender Group. Any Facility Increase shall be subject to satisfaction of the conditions set forth in subsection (c) below, and (i) to the extent such Facility Increase consists of Lenders increasing their Commitments, such Facility Increase shall become effective upon the execution and delivery of an amendment to this Agreement by the Borrower, the Servicer, the Facility Agent, each such increasing Lender, the Managing Agent for its Lender Group and without the requirement of consent from any other Lender or Agent, and (ii) to the extent such Facility Increase consists of additional Persons becoming Lenders hereunder, such Facility Increase shall become effective upon the execution and delivery by the Borrower, the Servicer, the Facility Agent, each such Person and the Managing Agent for its Lender Group (and without the requirement of consent from any other Lender or Agent) of an agreement substantially in the form attached as Exhibit C-2 hereto (a “Joinder Agreement”). (b) Upon the effectiveness of a Joinder Agreement, each additional Person or Persons agreeing to become a Lender thereby shall for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a Lender under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by Borrower, the Lenders or the Agents. Promptly following the effectiveness of any amendment to this agreement described in clause (a)(i) above or of any Joinder Agreement, the Facility Agent shall record the information contained therein in the Register and give prompt notice thereof to each Lender. (c) Each Facility Increase shall be subject to the conditions precedent that: (i) unless otherwise consented to by the Facility Agent, the minimum increase in the Facility Amount shall be $5,000,000; (ii) after giving effect to such increase, the Facility Amount shall not exceed the Maximum Facility Amount; (iii) all Lenders shall have the pro rata benefit of any increased Interest margins, Facility Fees payable (directly or indirectly) for the benefit of any Lenders which are increasing or assuming new Commitments in connection with such Facility Increase; (iv) the representations and warranties set forth in Sections 4.1 and 7.8 shall be true and correct on and as of the date of such Facility Increase, before and after giving effect thereto, as though made on and as of such date; (v) no event that constitutes a Termination Event has occurred and is continuing or would result from such Facility Increase; (vi) the Borrowing Base Test shall be satisfied; (vii) the Overcollateralization Ratio Test shall be satisfied; (viii) the Required Equity Test shall be satisfied; (ix) each Collateral Quality Test shall be satisfied; (x) there shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the date of the most recent Advance; (xi) if the Facility Amount shall exceed $210,000,000 175,000,000 after giving effect to such Facility Increase, the Rating Agency shall have confirmed in writing to the Borrower and the Facility Agent that (i) such Facility Increase will not result in the reduction of its rating of the existing portion of the Rated Facility to below the Required Facility Rating or in a withdrawal of its rating of the existing portion of the Rated Facility, and (ii) its rating of the increased portion of the Rated Facility is at least equal to the Required Facility Rating; (xii) if any new Advances or repayments of Advances shall occur pursuant to Section 2.16 in connection with any Facility Increase, each Lender shall have received the notice required pursuant to Section 2.15(a) not less than two (2) Business Days prior to the date of such Facility Increase; and (xiiixii) the Servicer and the Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Facility Agent as it may reasonably request. (d) To the extent of any increase in the Commitment(s) of any other Lender(s) or the addition of another Lender(s) and to the extent that the then existing Commitment of Rabobank equals or exceeds $100,000,000, the Borrower shall, by notice to the Documentation Agent, reduce the Commitment of Rabobank on a non-pro rata, dollar-for-dollar basis in an amount not to exceed the lesser of (A) the amount of such increase in the Commitment(s) and (B) the amount by which Rabobank’s then existing Commitment exceeds $100,000,000. (e) The Borrower shall also be entitled, at its option and without premium or penalty, to reduce the Commitment of Rabobank on a non-pro rata basis to an amount not less than $75,000,000 by reducing the Facility Amount or obtaining a Facility Increase. (f) The Borrower shall be entitled at its option and without premium or penalty, at any time prior to the occurrence of a Termination Event, to reduce the Facility Amount in whole or in part, by delivering a Borrower Notice substantially in the form of Exhibit A-2 to the Documentation Agent at least two (2) Business Days prior to the date of such reduction; provided that (A) any partial reduction of the Facility Amount shall be in an amount equal to the lesser of (I) the Availability or (II) $2,000,000 and integral multiples of $100,000 in excess thereof, and (B) such reduction shall be accompanied by the payment in accordance with the Priority of Payments of any fees required under any applicable Fee Letter in connection therewith. Upon receipt of any such Borrower Notice, the Documentation Agent shall promptly forward a copy thereof to the Facility Agent, each Managing Agent and Lender. Unless otherwise agreed by the Facility Agent and the LendersLenders or otherwise provided in Section 2.15(e), the Commitment of each Lender shall be reduced ratably in proportion to such reduction in the Facility Amount. Any request for a reduction or termination pursuant to this Section 2.15(d), (e) or (f) shall be irrevocable. The Servicer shall deliver notice of each reduction of the Facility Amount to the Rating Agency.