Common use of Commitment Amount Clause in Contracts

Commitment Amount. At any time, and from time to time, the Borrower may solicit the Lenders and any other lending institution to provide the Borrower with additional commitments to make Loans under this Credit Agreement in an aggregate amount not to exceed four hundred fifty million dollars ($450,000,000) subject to the limitations set forth below. Neither the Administrative Agent nor any Lender shall have any obligation to provide the Borrower with all or any part of such additional commitment; provided that by execution of this Credit Agreement, the Administrative Agent and the Lenders shall be deemed to have consented, without the need for further or subsequent consent, (a) to such additional commitments which any other Lender or lending institution may agree to provide for the Loans which may be advanced in respect thereof and any resulting changes in any Commitment Percentage of any Tranche, and (b) any amendments which may be made to the Loan Documents in order to evidence and document such commitments and Loans to the extent that any such amendment (i) does not amend any of the provisions specified in §18.13(a) as requiring the consent of each Lender affected thereby, (ii) does not modify the relative priority of the Loans (including any such new Loans) and commitments (including any such new commitments) with respect to the payment, guarantees, collateral or other collateral support, and (iii) is consistent with all other requirements of this §15. The Borrower may elect to allocate all or any portion of such additional commitment among the existing Tranches or may allocate all or a portion of such additional commitment to one or more new Tranches; provided that (x) any additional Revolving Credit Loans and Revolving Credit Commitments shall mature or terminate, as the case may be, on or after the Revolving Credit Maturity Date and (y) any amounts not allocated to increase the Total Revolving Credit Commitment shall be advanced in the form of term loans under a bank term tranche or fund term tranche and any such additional term loans shall either (A) with respect to any additional term loans structured as a bank term tranche, amortize on the same or slower schedule as the Tranche B Term Loan as in effect at such time until the Tranche B Maturity Date and shall have a final maturity date on or after the Tranche B Maturity Date, and (B) with respect to any additional term loans structured as a fund term tranche, amortize either on the same schedule as the Tranche B Term Loan or have a weighted average term to maturity which is longer than the Tranche B Term Loan. Moreover, if the interest rate in respect of any additional Revolving Credit Loans, or the commitment fees payable in respect of any additional Revolving Credit Commitments, made available pursuant to this §15 exceeds the interest rate or the Commitment Fee payable in respect of the Revolving Credit Loans and the Revolving Credit Commitments as provided in §2.5 and §2.2, respectively, then the interest rate calculated in accordance with §2.5 or such Commitment Fee (as applicable) shall automatically be increased to the interest rate or the commitment fee, as the case may be, payable in respect of the additional Revolving Credit Loans and Revolving Credit Commitments made available pursuant to this §15 without the requirement of any further action or consent on the part of the Administrative Agent, any Lender or the Borrower. In addition, if the interest rate payable in respect of any additional term loans made available pursuant to this §15 at any time exceeds the interest rate payable in respect of the Tranche B Term Loan as provided in §3.5 plus 0.25%, then the interest rate payable in respect of the Tranche B Term Loan shall automatically be increased to a rate that is at all times equal to the rate payable with respect to such additional term loans less 0.25% without the requirement of any further action or consent on the part of the Administrative Agent, any Lender or the Borrower. Notwithstanding anything to the contrary set forth herein, no additional commitments shall be permitted hereunder and no additional loans may be advanced in respect thereof unless (1) no Default or Event of Default shall have occurred and be then continuing or would result after giving effect to such additional commitments and the loans to be advanced in respect thereof, assuming that such loans were fully advanced on the effective date of such additional commitments, (2) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating compliance with the terms of the Credit Agreement after giving pro forma effect to such loans to be advanced in respect of the additional commitment and the application of the proceeds thereof, such compliance to be calculated based on the Borrower’s Consolidated Operating Cash Flow reported in connection with the preparation of the Borrower’s Compliance Certificate most recently delivered to the Administrative Agent, (3) with respect to each lending institution not yet a party hereto providing additional commitments, such lending institution shall have become a party to this Credit Agreement (and become subject to all the rights and obligations of a Lender hereunder) by executing the delivering to the Administrative Agent an original, executed Instrument of Accession in the form of Exhibit G hereto (an “Instrument of Accession”), (4) the Borrower shall have delivered to the Administrative Agent and the Lenders notice that such solicitation has been made and, prior to the effectiveness of such additional commitment, copies of all documents and instruments related thereto, (5) the Borrower shall have delivered to the Administrative Agent copies of updated financial projections through the final maturity date of any additional commitments provided hereunder and (6) the additional commitments and additional loans pursuant to this §15.1 (A) are permitted indebtedness under the Refinancing Note Documents, (B) constitute for purposes of the Refinancing Note Indenture, “Senior Debt” to the same degree as the Obligations in existence prior to the making of such additional loans or such additional commitments, and (C) any Revolving Credit Loans made hereunder shall constitute permitted indebtedness under the Refinancing Note Indenture without requiring the Borrower to demonstrate compliance with any leverage ratio incurrence covenants contained in the Refinancing Note Indenture. Neither the Administrative Agent nor any Lender shall have any obligation to provide the Borrower with any such additional commitments.

Commitment Amount. At any time, and from time to time, the Borrower may solicit the Lenders and any other lending institution to provide the Borrower with additional commitments to make Loans under this Credit Agreement in an aggregate amount not to exceed four six hundred fifty and seventy five million dollars ($450,000,000675,000,000) subject to the limitations set forth below. Neither the Administrative Agent nor any Lender shall have any obligation to provide the Borrower with all or any part of such additional commitment; provided that by execution of this Credit Agreement, the Administrative Agent and the Lenders shall be deemed to have consented, without the need for further or subsequent consent, (a) to such additional commitments which any other Lender or lending institution may agree to provide for the Loans which may be advanced in respect thereof and any resulting changes in any Commitment Percentage of any Tranche, and (b) any amendments which may be made to the Loan Documents in order to evidence and document such commitments and Loans to the extent that any such amendment (i) does not amend any of the provisions specified in §18.13(a18.12(a) as requiring the consent of each Lender affected thereby, (ii) does not modify the relative priority of the Loans (including any such new Loans) and commitments (including any such new commitments) with respect to the payment, guarantees, collateral or other collateral support, and (iii) is consistent with all other requirements of this §15. The Borrower may elect to allocate all or any portion of such additional commitment among the existing Tranches or may allocate all or a portion of such additional commitment to one or more new Tranches; provided that (x) the Total Revolving Credit Commitment may not be increased by more than three hundred and fifty million dollars ($350,000,000) as a result of such allocations, (y) any additional Revolving Credit Loans and Revolving Credit Commitments shall mature or terminate, as the case may be, on or after the Revolving Credit Loan Maturity Date and (yz) any amounts not allocated to increase the Total Revolving Credit Commitment shall be advanced in the form of term loans under a bank term tranche or fund term tranche and any such additional term loans shall either (A) with respect to any additional term loans structured as a bank term tranche, amortize on the same or slower schedule as the Tranche B Term Loan as in effect at such time until the Tranche B Maturity Date and shall have a final maturity date on or after the Tranche B Maturity Date, and (B) with respect to any additional term loans structured as a fund term tranche, amortize either on the same schedule as the Tranche B Term Loan or have a weighted average term to maturity which is longer than the Tranche B Term Loan. Moreover, if the interest rate in respect of any additional Revolving Credit Loans, or the commitment fees payable in respect of any additional Revolving Credit Commitments, made available pursuant to this §15 exceeds the interest rate or the Commitment Fee payable in respect of the Revolving Credit Loans and the Revolving Credit Commitments as provided in §2.5 and §2.2, respectively, then the interest rate calculated in accordance with §2.5 or such Commitment Fee (as applicable) shall automatically be increased to the interest rate or the commitment fee, as the case may be, payable in respect of the additional Revolving Credit Loans and Revolving Credit Commitments made available pursuant to this §15 without the requirement of any further action or consent on the part of the Administrative Agent, any Lender or the Borrower. In addition, if the interest rate payable in respect of any additional term loans made available pursuant to this §15 at any time exceeds the interest rate payable in respect of the Tranche B Term Loan as provided in §3.5 plus 0.25%, then the interest rate payable in respect of the Tranche B Term Loan shall automatically be increased to a rate that is at all times equal to the rate payable with respect to such additional term loans less 0.25% without the requirement of any further action or consent on the part of the Administrative Agent, any Lender or the Borrower. Notwithstanding anything to the contrary set forth herein, no additional commitments shall be permitted hereunder and no additional loans may be advanced in respect thereof unless (1) no Default or Event of Default shall have occurred and be then continuing or would result after giving effect to such additional commitments and the loans to be advanced in respect thereof, assuming that such loans were fully advanced on the effective date of such additional commitments, (2) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating compliance with the terms of the Credit Agreement after giving pro forma effect to such loans to be advanced in respect of the additional commitment and the application of the proceeds thereof, such compliance to be calculated based on the Borrower’s Consolidated Operating Cash Flow reported in connection with the preparation of the Borrower’s Compliance Certificate most recently delivered to the Administrative Agent, (3) with respect to each lending institution not yet a party hereto providing additional commitments, such lending institution shall have become a party to this Credit Agreement (and become subject to all the rights and obligations of a Lender hereunder) by executing the delivering to the Administrative Agent an original, executed Instrument of Accession in the form of Exhibit G hereto (an “Instrument of Accession”), (4) the Borrower shall have delivered to the Administrative Agent and the Lenders notice that such solicitation has been made and, prior to the effectiveness of such additional commitment, copies of all documents and instruments related thereto, (5) the Borrower shall have delivered to the Administrative Agent copies of updated financial projections through the final maturity date of any additional commitments provided hereunder and (6) the additional commitments and additional loans pursuant to this §15.1 (A) are permitted indebtedness under the Subordinated Note Documents or the Refinancing Note Documents, as applicable, (B) constitute for purposes of the Subordinated Note Indenture or the Refinancing Note Indenture, as applicable, “Senior Debt” to the same degree as the Obligations in existence prior to the making of such additional loans or such additional commitments, and (C) any Revolving Credit Loans made hereunder shall constitute permitted indebtedness under each of the Subordinated Note Indenture, the Senior Discount Note Indenture and the Refinancing Note Indenture Indenture, as applicable, without requiring the Borrower to demonstrate compliance with any leverage ratio incurrence covenants contained in the Subordinated Note Indenture, the Senior Discount Note Indenture and the Refinancing Note Indenture, as applicable. Neither the Administrative Agent nor any Lender shall have any obligation to provide the Borrower with any such additional commitments.

Commitment Amount. At any time, and from time to timetime after the Revert Date, the Borrower may solicit the Lenders and any other lending institution to provide the Borrower with additional commitments to make Loans under this Credit Agreement in an aggregate amount not to exceed four hundred fifty million dollars ($450,000,000) subject to the limitations set forth below. Neither the Administrative Agent nor any Lender shall have any obligation to provide the Borrower with all or any part of such additional commitment; provided that by execution of this Credit Agreement, the Administrative Agent and the Lenders shall be deemed to have consented, without the need for further or subsequent consent, (a) to such additional commitments which any other Lender or lending institution may agree to provide for the Loans which may be advanced in respect thereof and any resulting changes in any Commitment Percentage of any Tranche, and (b) any amendments which may be made to the Loan Documents in order to evidence and document such commitments and Loans to the extent that any such amendment (i) does not amend any of the provisions specified in §18.13(a) as requiring the consent of each Lender affected thereby, (ii) does not modify the relative priority of the Loans (including any such new Loans) and commitments (including any such new commitments) with respect to the payment, guarantees, collateral or other collateral support, and (iii) is consistent with all other requirements of this §15. The Borrower may elect to allocate all or any portion of such additional commitment among the existing Tranches or may allocate all or a portion of such additional commitment to one or more new Tranches; provided that (x) any additional Revolving Credit Loans and Revolving Credit Commitments shall mature or terminate, as the case may be, on or after the Revolving Credit Maturity Date and (y) any amounts not allocated to increase the Total Revolving Credit Commitment shall be advanced in the form of term loans under a bank term tranche or fund term tranche and any such additional term loans shall either (A) with respect to any additional term loans structured as a bank term tranche, amortize on the same or slower schedule as the Tranche B Term Loan as in effect at such time until the Tranche B Maturity Date and shall have a final maturity date on or after the Tranche B Maturity Date, and (B) with respect to any additional term loans structured as a fund term tranche, amortize either on the same schedule as the Tranche B Term Loan or have a weighted average term to maturity which is longer than the Tranche B Term Loan. Moreover, if the interest rate in respect of any additional Revolving Credit Loans, or the commitment fees payable in respect of any additional Revolving Credit Commitments, made available pursuant to this §15 exceeds the interest rate or the Commitment Fee payable in respect of the Revolving Credit Loans and the Revolving Credit Commitments as provided in §2.5 and §2.2, respectively, then the interest rate calculated in accordance with §2.5 or such Commitment Fee (as applicable) shall automatically be increased to the interest rate or the commitment fee, as the case may be, payable in respect of the additional Revolving Credit Loans and Revolving Credit Commitments made available pursuant to this §15 without the requirement of any further action or consent on the part of the Administrative Agent, any Lender or the Borrower. In addition, if the interest rate payable in respect of any additional term loans made available pursuant to this §15 at any time exceeds the interest rate payable in respect of the Tranche B Term Loan as provided in §3.5 plus 0.25%, then the interest rate payable in respect of the Tranche B Term Loan shall automatically be increased to a rate that is at all times equal to the rate payable with respect to such additional term loans less 0.25% without the requirement of any further action or consent on the part of the Administrative Agent, any Lender or the Borrower. Notwithstanding anything to the contrary set forth herein, no additional commitments shall be permitted hereunder and no additional loans may be advanced in respect thereof unless (1) no Default or Event of Default shall have occurred and be then continuing or would result after giving effect to such additional commitments and the loans to be advanced in respect thereof, assuming that such loans were fully advanced on the effective date of such additional commitments, (2) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating compliance with the terms of the Credit Agreement after giving pro forma effect to such loans to be advanced in respect of the additional commitment and the application of the proceeds thereof, such compliance to be calculated based on the Borrower’s Consolidated Operating Cash Flow EBITDA reported in connection with the preparation of the Borrower’s Compliance Certificate most recently delivered to the Administrative Agent, (3) with respect to each lending institution not yet a party hereto providing additional commitments, such lending institution shall have become a party to this Credit Agreement (and become subject to all the rights and obligations of a Lender hereunder) by executing the delivering to the Administrative Agent an original, executed Instrument of Accession in the form of Exhibit G hereto (an “Instrument of Accession”), (4) the Borrower shall have delivered to the Administrative Agent and the Lenders notice that such solicitation has been made and, prior to the effectiveness of such additional commitment, copies of all documents and instruments related thereto, (5) the Borrower shall have delivered to the Administrative Agent copies of updated financial projections through the final maturity date of any additional commitments provided hereunder and (6) the additional commitments and additional loans pursuant to this §15.1 (A) are permitted indebtedness under the Refinancing Note Documentsall Subordinated Debt, (B) constitute for purposes of the Refinancing Note Indentureall Subordinated Debt, “Senior Debt” to the same degree as the Obligations in existence prior to the making of such additional loans or such additional commitments, and (C) any Revolving Credit Loans made hereunder shall constitute permitted indebtedness under the Refinancing Note Indenture documentation evidencing all Subordinated Debt without requiring the Borrower to demonstrate compliance with any leverage ratio incurrence covenants or other incurrence covenant contained in the Refinancing Note Indentureany documentation in any Subordinated Debt. Neither the Administrative Agent nor any Lender shall have any obligation to provide the Borrower with any such additional commitments.

Commitment Amount. At (a) The Shareholders intend to establish and maintain a capital structure which will employ an optimal mix of debt and equity that is reflective of the reduced business risk environment of the Company. (b) All reasonable forms of debt will be considered for utilization in this optimal capital mix including corporate and asset-backed financing from commercial banks, Islamic financing, debt capital markets and government lending organizations (any such debt financing entered into or to be entered into by the Company, the Third Party Debt Financing). (c) The Parties acknowledge that it is their intention that payments due under the New Build Agreements shall be met, to the extent possible and prudent, through Third Party Debt Financing and Available Cash in preference to Shareholder Injections. (d) Each Shareholder shall, in accordance with the Rig Order Schedule and the terms of this Agreement, contribute, advance and/or pay (as applicable) to the Company fifty percent (50%) of the total Shareholder Injections required to ensure the Company satisfies its payment obligations due in respect of the acquisition of the first twenty-five (25) rigs under the New Build Agreements to the extent such obligations are not met through Third Party Debt Financing and/or by Available Cash, provided that: (i) the General Assembly may, at any time, and from time resolve to timevary, defer or accelerate the acquisition of any rigs to be acquired pursuant to the New Build Agreements, in which case the Rig Order Schedule, the Borrower may solicit the Lenders and any other lending institution to provide the Borrower with additional commitments to make Loans under this Credit Agreement in an aggregate amount not to exceed four hundred fifty million dollars ($450,000,000) subject to the limitations set forth below. Neither the Administrative Agent nor any Lender shall have any obligation to provide the Borrower with all or any part of such additional commitment; provided that by execution of this Credit Agreement, the Administrative Agent Long Range Plan and the Lenders timing of each Shareholder’s corresponding funding obligation, shall be deemed to have consentedbeen amended accordingly, without provided further that the need for further or subsequent consent, (a) to such additional commitments which any other Lender or lending institution may agree to provide for the Loans which may be advanced in respect thereof and any resulting changes in any Commitment Percentage of any Tranche, and (b) any amendments which may be made to the Loan Documents in order to evidence and document such commitments and Loans to the extent that any such amendment (i) does not amend any inability of the provisions specified in §18.13(a) as requiring the consent of each Lender affected thereby, (ii) does not modify the relative priority of the Loans (including any such new Loans) and commitments (including any such new commitments) with respect General Assembly to the payment, guarantees, collateral or other collateral support, and (iii) is consistent with all other requirements of this §15. The Borrower may elect to allocate all or any portion of such additional commitment among the existing Tranches or may allocate all or a portion of such additional commitment to one or more new Tranches; provided that (x) any additional Revolving Credit Loans and Revolving Credit Commitments shall mature or terminate, as the case may be, on or after the Revolving Credit Maturity Date and (y) any amounts not allocated to increase the Total Revolving Credit Commitment shall be advanced in the form of term loans under a bank term tranche or fund term tranche and any such additional term loans shall either (A) reach an agreement with respect to any additional term loans structured as such variance, deferral or acceleration shall not constitute or result in a bank term tranche, amortize on the same or slower schedule as the Tranche B Term Loan as in effect at such time until the Tranche B Maturity Date and shall have a final maturity date on or after the Tranche B Maturity DateDeadlock Event, and the Shareholders shall continue to make Shareholder Injections: (A) pursuant to the Rig Order Schedule and in accordance with this clause 5.1(d); or (B) with respect as has otherwise previously been agreed by the General Assembly; and (ii) subject to any additional term loans structured as clauses 5.2 and 5.4, a fund term trancheShareholder shall not be required to fund, amortize either on the same schedule as the Tranche B Term Loan or have a weighted average term in aggregate, Shareholder Injections in excess of its Total Commitment Amount. (e) The Company shall: (i) not less than twenty (20) days prior to maturity which each date funding is longer than the Tranche B Term Loan. Moreover, if the interest rate in respect of any additional Revolving Credit Loans, or the commitment fees payable in respect of any additional Revolving Credit Commitments, made available required pursuant to this §15 exceeds the interest rate Rig Order Schedule (as such dates have been deferred or accelerated in accordance with clause 5.1(d) or paragraph 1(c) of Schedule 5); or (ii) as is otherwise required to ensure that the Commitment Fee payable Company is in receipt of sufficient amounts to meet its payment obligations due in respect of the Revolving Credit Loans acquisition of the first twenty-five (25) rigs under the New Build Agreements and the Revolving Credit Commitments as provided in §2.5 and §2.2, respectively, then the interest rate calculated in accordance with §2.5 or this Agreement, deliver to the Shareholders a Funding Notice which specifies (such Commitment Fee specifications, the Funding Notice Criteria): (A) the amount of the Shareholder Injection and the account to which such amount is to be transferred; (B) the class and ratio of Shareholder Instruments to be issued and/or extended by each Shareholder (as applicable) following the making of the relevant Shareholder Injection; and (C) the date for the making of each relevant payment by the Shareholder, provided that: (1) such Funding Notice Criteria shall automatically take into account any directions from the Board of Managers, or as is otherwise consistent with the terms of this Agreement and Applicable Law; and (2) the class and ratio of Shareholder Instruments shall be increased the same in respect of each Shareholder. (f) If a lender under a Third Party Debt Financing demands accelerated repayment in accordance with the terms of such Third Party Debt Financing, the Company shall, unless the Board of Managers resolves otherwise, issue a Funding Notice to the interest rate or the commitment fee, as the case may be, payable each Shareholder in respect of the additional Revolving Credit Loans and Revolving Credit Commitments made available pursuant amount so demanded pro rata to this §15 without the requirement of any further action or consent on the part of the Administrative Agenteach Shareholder’s Ownership Interest (subject to clause 5.3(b)(i)), any Lender or the Borrower. In addition, if the interest rate payable in respect of any additional term loans made available pursuant to this §15 at any time exceeds the interest rate payable in respect of the Tranche B Term Loan as provided in §3.5 plus 0.25%, then the interest rate payable in respect of the Tranche B Term Loan shall automatically be increased to a rate that is at all times equal subject always to the rate payable with respect Company first applying Available Cash or additional Third Party Debt Financing towards such accelerated repayment and taking into account any advances made by each Shareholder under any relevant Support Obligations. (g) Each Shareholder shall deposit its Initial Capital Contribution in such amount, at such time and to such additional term loans less 0.25% without the requirement account as is specified in paragraphs 1.1(g) and 4 of any further action or consent on the part of the Administrative Agent, any Lender or the Borrower. Notwithstanding anything to the contrary set forth herein, no additional commitments shall be permitted hereunder and no additional loans may be advanced in respect thereof unless (1) no Default or Event of Default shall have occurred and be then continuing or would result after giving effect to such additional commitments and the loans to be advanced in respect thereof, assuming that such loans were fully advanced on the effective date of such additional commitments, (Schedule 2) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating compliance with the terms of the Credit Agreement after giving pro forma effect to such loans to be advanced in respect of the additional commitment and the application of the proceeds thereof, such compliance to be calculated based on the Borrower’s Consolidated Operating Cash Flow reported in connection with the preparation of the Borrower’s Compliance Certificate most recently delivered to the Administrative Agent, (3) with respect to each lending institution not yet a party hereto providing additional commitments, such lending institution shall have become a party to this Credit Agreement (and become subject to all the rights and obligations of a Lender hereunder) by executing the delivering to the Administrative Agent an original, executed Instrument of Accession in the form of Exhibit G hereto (an “Instrument of Accession”), (4) the Borrower shall have delivered to the Administrative Agent and the Lenders notice that such solicitation has been made and, prior to the effectiveness of such additional commitment, copies of all documents and instruments related thereto, (5) the Borrower shall have delivered to the Administrative Agent copies of updated financial projections through the final maturity date of any additional commitments provided hereunder and (6) the additional commitments and additional loans pursuant to this §15.1 (A) are permitted indebtedness under the Refinancing Note Documents, (B) constitute for purposes of the Refinancing Note Indenture, “Senior Debt” to the same degree as the Obligations in existence prior to the making of such additional loans or such additional commitments, and (C) any Revolving Credit Loans made hereunder shall constitute permitted indebtedness under the Refinancing Note Indenture without requiring the Borrower to demonstrate compliance with any leverage ratio incurrence covenants contained in the Refinancing Note Indenture. Neither the Administrative Agent nor any Lender shall have any obligation to provide the Borrower with any such additional commitments.

Commitment Amount. At Subject to the terms and conditions hereof and during the Commitment Period, Lender will fund Loans originated through the GreenSky® Program that meet the Underwriting Criteria, provided that the Lender shall not be obligated to fund any timeLoan if, after giving effect to the funding thereof, the sum of the aggregate outstanding principal balance of Retained Economics Loans then owned by Lender plus the aggregate outstanding principal balance of “Loans” (as defined in and subject to the Original Loan Origination Agreement) would exceed [*****] Dollars ($[*****]) (the “Commitment Amount”); provided (a) that the evaluation of the relevant balances for the purposes of applying the Commitment Amount limitation shall be performed as of month-end, unless such limitation would be exceeded by an amount greater than [*****] percent ([*****]%), (b) [*****], (c) that upon the termination of the Commitment Period, the Commitment Amount shall be zero (subject to the proviso regarding Lender’s funding of approved but not fully funded Loans in the definition of Commitment Period in Section 1.01), and (d) the Parties acknowledge that, from time to time, the Borrower Commitment Amount may solicit the Lenders and any other lending institution be temporarily exceeded, with Lender’s permission, in connection with an acquisition of Acquired Loans that are promptly thereafter included in a sale of Economic Participations or Sold Loans. Any acquisition of Acquired Loans as agreed to provide the Borrower with additional commitments to make Loans under this Credit Agreement by Lender in an aggregate amount not to exceed four hundred fifty million dollars ($450,000,000) its sole discretion shall be subject to the limitations set forth belowLender entering into a loan purchase agreement in a form and substance reasonably acceptable to Lender. Neither the Administrative Agent nor any Lender shall have any obligation to provide the Borrower with all or any part of such additional commitment; provided that by execution of this Credit Agreement, the Administrative Agent and the Lenders shall be deemed to have consented, without the need for further or subsequent consent, (a) to such additional commitments which any other Lender or lending institution may agree to provide for the Loans which The Commitment Amount may be advanced increased in respect thereof accordance with the mutual agreement of Lender and any resulting changes in any Commitment Percentage of any TrancheServicer as evidenced by a written agreement. For clarification purposes, and (b) any amendments which may be made to the Loan Documents in order to evidence and document such commitments and Loans except to the extent that any such amendment provided in the definition of Loans in Section 1.01, this Origination Agreement shall not apply to the loans previously funded (i) does not amend any of the provisions specified in §18.13(a) as requiring the consent of each Lender affected thereby, (ii) does not modify the relative priority of the Loans (including any such new Loansor otherwise acquired) and commitments owned by Lender under the existing Original Loan Origination Agreement that are being serviced by Servicer on behalf of Lender under the Original Servicing Agreement (including any such new commitments) the “Existing Portfolio Loans”), and except with respect to the paymentpreceding reference in this paragraph regarding the determination of the Commitment Amount, guarantees, collateral or other collateral support, and (iii) is consistent with all other requirements such Existing Portfolio Loans shall be excluded from the provisions of this §15. The Borrower may elect to allocate all or any portion of Origination Agreement and the economic terms and conditions for such additional commitment among the existing Tranches or may allocate all or a portion of such additional commitment to one or more new Tranches; provided that (x) any additional Revolving Credit Existing Portfolio Loans and Revolving Credit Commitments shall mature or terminate, as the case may be, on or after the Revolving Credit Maturity Date and (y) any amounts not allocated to increase the Total Revolving Credit Commitment shall be advanced in governed by the form of term loans under a bank term tranche or fund term tranche and any such additional term loans shall either (A) with respect to any additional term loans structured as a bank term tranche, amortize on the same or slower schedule as the Tranche B Term Loan as in effect at such time until the Tranche B Maturity Date and shall have a final maturity date on or after the Tranche B Maturity Date, and (B) with respect to any additional term loans structured as a fund term tranche, amortize either on the same schedule as the Tranche B Term Loan or have a weighted average term to maturity which is longer than the Tranche B Term Loan. Moreover, if the interest rate in respect of any additional Revolving Credit Loans, or the commitment fees payable in respect of any additional Revolving Credit Commitments, made available pursuant to this §15 exceeds the interest rate or the Commitment Fee payable in respect provisions of the Revolving Credit Loans Original Loan Origination Agreement and the Revolving Credit Commitments as provided in §2.5 and §2.2, respectively, then the interest rate calculated in accordance with §2.5 or such Commitment Fee Original Servicing Agreement. FACILITY LOAN ORIGINATION AGREEMENT (as applicableGreenSky-Synovus) shall automatically be increased to the interest rate or the commitment fee, as the case may be, payable in respect of the additional Revolving Credit Loans and Revolving Credit Commitments made available pursuant to this §15 without the requirement of any further action or consent on the part of the Administrative Agent, any Lender or the Borrower. In addition, if the interest rate payable in respect of any additional term loans made available pursuant to this §15 at any time exceeds the interest rate payable in respect of the Tranche B Term Loan as provided in §3.5 plus 0.25%, then the interest rate payable in respect of the Tranche B Term Loan shall automatically be increased to a rate that is at all times equal to the rate payable with respect to such additional term loans less 0.25% without the requirement of any further action or consent on the part of the Administrative Agent, any Lender or the Borrower. Notwithstanding anything to the contrary set forth herein, no additional commitments shall be permitted hereunder and no additional loans may be advanced in respect thereof unless (1) no Default or Event of Default shall have occurred and be then continuing or would result after giving effect to such additional commitments and the loans to be advanced in respect thereof, assuming that such loans were fully advanced on the effective date of such additional commitments, (2) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating compliance with the terms of the Credit Agreement after giving pro forma effect to such loans to be advanced in respect of the additional commitment and the application of the proceeds thereof, such compliance to be calculated based on the Borrower’s Consolidated Operating Cash Flow reported in connection with the preparation of the Borrower’s Compliance Certificate most recently delivered to the Administrative Agent, (3) with respect to each lending institution not yet a party hereto providing additional commitments, such lending institution shall have become a party to this Credit Agreement (and become subject to all the rights and obligations of a Lender hereunder) by executing the delivering to the Administrative Agent an original, executed Instrument of Accession in the form of Exhibit G hereto (an “Instrument of Accession”), (4) the Borrower shall have delivered to the Administrative Agent and the Lenders notice that such solicitation has been made and, prior to the effectiveness of such additional commitment, copies of all documents and instruments related thereto, (5) the Borrower shall have delivered to the Administrative Agent copies of updated financial projections through the final maturity date of any additional commitments provided hereunder and (6) the additional commitments and additional loans pursuant to this §15.1 (A) are permitted indebtedness under the Refinancing Note Documents, (B) constitute for purposes of the Refinancing Note Indenture, “Senior Debt” to the same degree as the Obligations in existence prior to the making of such additional loans or such additional commitments, and (C) any Revolving Credit Loans made hereunder shall constitute permitted indebtedness under the Refinancing Note Indenture without requiring the Borrower to demonstrate compliance with any leverage ratio incurrence covenants contained in the Refinancing Note Indenture. Neither the Administrative Agent nor any Lender shall have any obligation to provide the Borrower with any such additional commitments.– Page 11