Common use of Increases in Commitments Clause in Contracts

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the approval of each Issuing Lender and the Swingline Lender (such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. (c) As a condition precedent to the Optional Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the approval of each Issuing Lender and the Swingline Lender (such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such XxxxxxLender’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. (c) As a condition precedent to the Optional Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inin which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (B) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any

Increases in Commitments. (a) Subject to the terms So long as no Event of Termination or Unmatured Event of Termination has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and each Purchaser, the Lenders Seller may request on a Notice of Revolving Increase one-time basis that the Purchasers ratably increase their respective Commitments, in the form of Exhibit Ean aggregate amount not to exceed $50,000,000; provided, that such request increases to the Lenders’ Commitments (each such request, for an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase and (bii) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject the time period within which such Purchasers and the Administrative Agent are requested to respond to the approval Seller’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory notice to the Administrative Agent and the BorrowerPurchasers). (c) As a condition precedent to Each of the Optional Increase, the Borrower shall deliver to Purchasers and the Administrative Agent a certificate shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the Borrower dated requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Optional Increase, signed by a Responsible Officer Board of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower Seller approving or consenting to such Optional Increase are attached thereto Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such resolutions are true other documents, agreements and correct opinions reasonably requested by such Purchaser or the Administrative Agent and have not been altered, amended or repealed and are in full force and effect, (ii) before and if applicable, rebalance Capital among the Purchasers such that after giving effect to thereto, the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as aggregate outstanding Capital of the effective date of Purchasers is distributed ratably among the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inPurchasers.

Increases in Commitments. (a) Subject to So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the terms and conditions prior written consent of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases LC Bank and upon prior notice to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any increase time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after and the occurrence and Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the continuance life of a Defaultthis Agreement; (ii) provided, that each Optional Increase request for an increase and addition shall be in a minimum amount of $50,000,000 10,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject Administrative Agent are requested to respond to the approval Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the Swingline Lender LC Bank and the Issuing LendersAdministrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such financial institution Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (if not already a Lender hereunder) shall become a party to this Agreement as a or an additional Lender), pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the BorrowerLC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (cor a new Person is added as Lender) As a condition precedent to in accordance with this clause (h), the Optional IncreaseAdministrative Agent, such Lender, the LC Bank and the Borrower shall deliver determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent a certificate or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Borrower dated the effective date Board of the Optional Increase, signed by a Responsible Officer Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as enforceability opinion of counsel of the effective date of Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inAdministrative Agent.

Increases in Commitments. (a) Subject to the terms So long as no Event of Default or Unmatured Event of Default has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit Eeach Group Agent, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not from time to time request an increase in the Commitment with respect to one or more Committed Lenders, including any increase new Lenders that agree to become Committed Lenders pursuant to an Assumption Agreement, as provided in Section 14.03(i), or pursuant to an Assignment and Acceptance Agreement at any time following the Closing Date and prior to the Termination Date, such aggregate increase in such Committed Lender’s Commitments after the occurrence and during the continuance of a Defaultto be an amount (for all such requests or additions) not exceeding $75,000,000; (ii) provided, that each Optional Increase request for an increase shall be in a minimum amount of $50,000,000 10,000,000. At the time of sending such notice with respect to any Committed Lender, the Borrower (in consultation with the Administrative Agent and (iiithe Group Agent related to such Committed Lender) shall specify the aggregate amount of all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject time period within which such Committed Lenders and the Administrative Agent are requested to respond to the approval Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory notice to the Administrative Agent and the BorrowerGroup Agents). (c) As a condition precedent In respect of any Committed Lender, each of such Committed Lender being asked to increase its Commitment and the Administrative Agent shall notify the Borrower and the Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the Optional Increaseincrease to such Committed Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Committed Lender’s Commitment. For the avoidance of doubt, only the consent of the Committed Lender then being asked to increase its Commitment and the Administrative Agent shall be required in order to approve any such request. If the Commitment of any Committed Lender is increased in accordance with this clause (g), the Administrative Agent, the Purchaser Agents for such Committed Lenders, the Borrower and the Servicer shall deliver determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent a certificate or any Committed Lender increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Borrower dated the effective date Board of the Optional Increase, signed by a Responsible Officer Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as enforceability opinion of counsel of the effective date of Borrower and (z) such other documents, agreements and opinions reasonably requested by such Committed Lender or the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inAdministrative Agent.

Increases in Commitments. (a) Subject Provided that no Event of Default, Purchase and Sale Termination Event, Unmatured Event of Default or Unmatured Purchase and Sale Termination Event has occurred and is continuing, upon notice to the terms Administrative Agent, each Lender and conditions of this Agreement, on and from the Effective Dateeach LC Participant, the Borrower may by delivering request on a one-time basis that each of the Lenders and each of the LC Participants ratably increase their respective Commitments, in an aggregate amount such that after giving effect thereto the Facility Limit shall not exceed $200,000,000. At the time of sending such notice with respect to the Administrative Agent Lenders and the Lenders a Notice of Revolving Increase LC Participants, the Borrower (in consultation with the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: Administrative Agent) shall specify (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase (bsuch amount, the “Requested Facility Limit Increase”) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject and (ii) the time period within which the Lenders and the LC Participants are requested to respond to the approval Borrower’s request (which shall in no event be less than fifteen (15) days from the date of each Issuing Lender and the Swingline Lender (delivery of such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable notice to the Administrative Agent, the Swingline Lender Lenders and the Issuing Lenders. Any LC Participants, unless such financial institution (if not already a Lender hereunder) shall become a party shorter period is agreed to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory to by the Administrative Agent and the Borrowerapplicable Lender(s)). (c) As a condition precedent to Each of the Optional IncreaseLenders and each of the LC Participants shall notify the Administrative Agent, the Borrower and the Servicer within the applicable time period (which shall deliver not be less than fifteen (15) days or such shorter period agreed to by the Administrative Agent a certificate and the applicable Lender(s)) whether or not such Lender or such LC Participant agrees, in its sole discretion, to make such ratable increase to such Lender’s or such LC Participant’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any Lender or any LC Participant not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s or such LC Participant’s Commitment. If the Commitment of any Lender or any LC Participant is increased in accordance with this clause (g), the Administrative Agent, the Lender, the LC Participant, the Borrower dated and the Servicer shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase and, if applicable, rebalance Capital among the Lenders such that after giving effect thereto, the aggregate outstanding Capital of the Optional IncreaseLenders is distributed ratably among the Lenders; it being understood and agreed that the Administrative Agent, signed by a Responsible Officer any Lender or any LC Participant increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Borrower, certifying that: (i) the resolutions adopted by Board of Directors of the Borrower approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate and after giving effect to enforceability opinion of counsel of the Optional IncreaseBorrower and (z) such other documents, (A) the representations agreements and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any opinions reasonably requested by such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which caseLender, such representation and warranty shall be true and correct in all respects) on and as of LC Participant or the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inAdministrative Agent.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not request If no Default or Event of Default has occurred and is continuing, any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the approval of each Issuing Lender and the Swingline Lender (such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expenseany time prior to the Revolving Termination Date, solicit request an increase in the aggregate Commitments, by giving written notice to the Agent and each Bank (each such notice an "Increase Request"). Concurrently with delivering an Increase Request, such Borrower may seek additional Commitments commitments from third party other financial institutions reasonably acceptable ("New Bank(s)"). An Increase Request may request an increase in the aggregate Commitments of at least $5,000,000 but not more than $50,000,000; provided, that in no event shall the aggregate Commitments of the Banks (including New Banks) hereunder exceed $200,000,000 at any time. Each Bank may, in its sole and absolute discretion, commit to increase its Commitment by all or a part of the Administrative Agent, increase requested in the Swingline Lender Increase Request by delivering to such Borrower and the Issuing Lenders. Any Agent a commitment valid for a period of 30 days ("Commitment Increase Notice") to such financial institution (if not already a Lender hereunder) effect, which Commitment Increase Notice shall become a party refer to this Agreement as a Lender, pursuant to a joinder agreement in form Section 2.5(b)(i) and substance reasonably satisfactory to which shall be given no later than 10 Business Days after the Administrative Agent and the Borrower. (c) As a condition precedent to the Optional Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of Increase Request (the Borrower, certifying that: (i) period between the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except Increase Request and the 10 Business Day deadline for response being referred to as the "Consent Period"). The existing Commitment of any Bank shall not be increased in connection with an Increase Request if such Bank (x) by notice ("Decline Notice") declines to increase its Commitment during the Consent Period or (y) fails to respond to the extent that Borrower and the Agent within the Consent Period (each such representations Bank giving a Decline Notice or failing to respond on or before the expiration of the Consent Period being called a "Declining Bank" and warranties specifically refer to each other Bank being called an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in"Increasing Bank").

Increases in Commitments. (a) Subject to the terms So long as no Event of Termination or Unmatured Event of Termination has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and each Purchaser, the Lenders Seller may request on a Notice of Revolving Increase one-time basis that the Purchasers ratably increase their respective Commitments, in the form of Exhibit Ean aggregate amount not to exceed $100,000,000; provided, that such request increases to the Lenders’ Commitments (each such request, for an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 25,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase and (bii) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject the time period within which such Purchasers and the Administrative Agent are requested to respond to the approval Seller’s request (which shall in no event be less than fifteen (15) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory notice to the Administrative Agent and the BorrowerPurchasers). (c) As a condition precedent to Each of the Optional Increase, the Borrower shall deliver to Purchasers and the Administrative Agent a certificate shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the Borrower dated requested increases in Commitments be allocated to one or more willing Purchasers as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. To the extent that the requested Commitment increase has been validly requested in accordance with this clause (g) and all or any portion of such validly requested increase has been declined by the Purchasers, the Seller may add up to two additional Persons to this Agreement as Purchasers in accordance with Section 14.03(i); provided, however, that the aggregate amount of new Commitments and Commitment increases effectuated pursuant to this clause (i) shall not exceed $100,000,000. If the Commitment of any Purchaser is increased or additional Person added as a Purchaser, in either case, in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing or establishing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Optional Increase, signed by a Responsible Officer Board of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower Seller approving or consenting to such Optional Increase are attached thereto Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such resolutions are true other documents, agreements and correct opinions reasonably requested by such Purchaser or the Administrative Agent and have not been altered, amended or repealed and are in full force and effect, (ii) before and if applicable, rebalance Capital among the Purchasers such that after giving effect to thereto, the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as aggregate outstanding Capital of the effective date of Purchasers is distributed ratably among the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inPurchasers.

Increases in Commitments. (a) Subject During the period from the first anniversary of the Effective Date to the terms Termination Date at the request of the Borrowers and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering upon notification to the Administrative Agent Agent, any Lender may increase the amount of its Commitment by executing an addendum hereto with the Obligors and the Lenders a Notice of Revolving Increase Agent, substantially in the form of Exhibit EH, request increases whereupon such Lender shall be bound by and entitled to the Lenders’ Commitments (each such requestbenefits of this Agreement with respect to the full amount of its Commitment as so increased, an “Optional Increase”); provided that: , after giving effect to any such increase, (i) the Borrower may aggregate Commitments shall not request any increase to the Commitments after the occurrence exceed $1,000,000,000 and during the continuance of a Default; (ii) each Optional Increase no Lender shall have a Commitment which equals or exceeds 25% of the aggregate Commitments. Effective as of the date on which any such Lender increases its Commitment pursuant to the provisions of this Section 2.14, the aggregate Commitments shall be in a minimum increased by the amount of $50,000,000 and (iii) such Lender's additional Commitment. If on the aggregate date upon which such Lender increases its Commitment pursuant to this Section 2.14 there is an unpaid principal amount of all Optional Increases Syndicated Loans under Section 2.01, each Borrower to whom Syndicated Loans are outstanding shall be no more than $250,000,000. (b) Each borrow from such Lender may, but shall not be obligated to, participate in any Optional Increasethrough the Agent, subject to Section 6, an amount determined by multiplying the approval amount of each Issuing the increase in such Lender's Commitment by a fraction, the numerator of which shall be the then unpaid principal amount of the Syndicated Loans outstanding under Section 2.01 and the denominator of which shall be the aggregate Commitments of the Lenders other than the amount of the additional Commitment of such Lender. Notwithstanding anything herein to the contrary, if there are Eurodollar Loans outstanding to any Borrower, such Lender may increase its Commitment and make Eurodollar Loans to such Borrower having Interest Periods corresponding to the then unexpired portions of the respective Interest Periods of such Eurodollar Loans and bearing interest at a rate equal to the respective interest rates then applicable to such Eurodollar Loans. The Agent shall advise the Lenders of such increase in the Commitment of a Lender and of the Swingline Lender (such approval not to be unreasonably withheld), and the decision amount of any Lender to commit to an Optional Increase shall be at borrowing from it hereunder made simultaneously upon such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. (c) As a condition precedent to the Optional Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inincrease.

Increases in Commitments. (a) Subject to So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the terms and conditions prior written consent of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases LC Bank and upon prior notice to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any increase time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after and the occurrence and Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the continuance life of a Defaultthis Agreement; (ii) provided, that each Optional Increase request for an increase and addition shall be in a minimum amount of $50,000,000 10,000,000; and (iii) provided, further, that the Borrower shall not have the right to request increases exceeding $25,000,000 in the aggregate amount during the life of all Optional Increases this Agreement unless and until the Borrower and Volt have obtained applicable board authorization therefor. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject specify the time period within which such Lenders and the Administrative Agent are requested to respond to the approval Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the Swingline Lender LC Bank and the Issuing LendersAdministrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such financial institution Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (if not already a Lender hereunder) shall become a party to this Agreement as a or an additional Lender), pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the BorrowerLC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (cor a new Person is added as Lender) As a condition precedent to in accordance with this clause (h), the Optional IncreaseAdministrative Agent, such Lender, the LC Bank and the Borrower shall deliver determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent a certificate or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Borrower dated the effective date Board of the Optional Increase, signed by a Responsible Officer Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as enforceability opinion of counsel of the effective date of Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inAdministrative Agent.

Increases in Commitments. (a) Subject to So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the terms and conditions prior written consent of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases LC Bank and upon prior notice to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not from time to time request an increase in the Commitment with respect to one or more Committed Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any increase time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Committed Lenders’ Commitments after and the occurrence and Commitments of all such additional Committed Lenders may not exceed $70,000,000 in the aggregate during the continuance life of a Defaultthis Agreement; (ii) provided, that each Optional Increase request for an increase and addition shall be in a minimum amount of $50,000,000 5,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject Administrative Agent are requested to respond to the approval Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable notice to the Administrative Agent). Each Committed Lender being asked to increase its Commitment, the Swingline Lender LC Bank and the Issuing LendersAdministrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Committed Lender’s Commitment. Any such financial institution Person not responding within such time period shall be deemed to have declined to consent to an increase in such Committed Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (if not already a Lender hereunder) shall become a party to this Agreement as a or an additional Lender), pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the BorrowerLC Bank shall be required in order to approve any such request. If the Commitment of any Committed Lender is increased (cor a new Person is added as Committed Lender) As a condition precedent to in accordance with this clause (g), the Optional IncreaseAdministrative Agent, such Lender, the LC Bank and the Borrower shall deliver determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent a certificate or any Committed Lender increasing its Commitment pursuant to this Section 2.02(g) may request any of (x) resolutions of the Borrower dated the effective date Board of the Optional Increase, signed by a Responsible Officer Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as enforceability opinion of counsel of the effective date of Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inAdministrative Agent.

Increases in Commitments. (ai) Subject to the terms So long as no Event of Termination or Unmatured Event of Termination has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and each Purchaser, the Lenders Seller may request on a Notice of Revolving Increase one-time basis that the Purchasers ratably increase their respective Commitments, in the form of Exhibit Ean aggregate amount not to exceed $50,000,000; provided, that such request increases to the Lenders’ Commitments (each such request, for an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (iiia) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase and (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject the time period within which such Purchasers and the Administrative Agent are requested to respond to the approval Seller’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory notice to the Administrative Agent and the BorrowerPurchasers). (c) As a condition precedent to Each of the Optional Increase, the Borrower shall deliver to Purchasers and the Administrative Agent a certificate shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the Borrower dated requested increases in Commitments be allocated to one or more willing Purchasers as agreed in writing among the effective date of Seller, the Optional IncreaseAdministrative Agent and such willing Purchasers (in each case, signed by a Responsible Officer of the Borrowerin their sole discretion), certifying that: (i) the resolutions adopted by the Borrower approving or consenting such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are increase in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inits Commitment.

Increases in Commitments. (ai) Subject If no Default has occurred and is continuing, the Company may, once during each calendar year prior to the terms Termination Date commencing May 2, 2000, request an increase in the aggregate Commitments, by giving written notice to the Agent and conditions of this Agreement, on and from the Effective Dateeach Bank (each such notice an "Increase Request"). Concurrently with delivering an Increase Request, the Borrower Company may seek additional commitments from other financial institutions ("New Bank(s)"). An Increase Request may request an increase in the aggregate Commitments of at least $5,000,000 but not more than $50,000,000; provided, that in no event shall the aggregate Commitments of the Banks (including New Banks) hereunder exceed $225,000,000 at any time. Each Bank may, in its sole and absolute discretion, commit to increase its Commitment by all or a part of the increase requested in the Increase Request by delivering to the Administrative Agent Company and the Lenders Agent a commitment valid for a period of 30 days ("Commitment Increase Notice") to such effect, which Commitment Increase Notice shall refer to this Section 2.4(a)(i) and which shall be given no later than 10 Business Days after the date of Revolving the Increase Request (the period between the date of the Increase Request and the 10 Business Day deadline for response being referred to as the "Consent Period"). The existing Commitment of any Bank shall not be increased in connection with an Increase Request if such Bank (x) by notice ("Decline Notice") declines to increase its Commitment during the form of Exhibit E, request increases Consent Period or (y) fails to respond to the Lenders’ Commitments Company and the Agent within the Consent Period (each such request, an “Optional Increase”); provided that: (i) Bank giving a Decline Notice or failing to respond on or before the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the approval of each Issuing Lender and the Swingline Lender (such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. (c) As a condition precedent to the Optional Increase, the Borrower shall deliver to the Administrative Agent a certificate expiration of the Borrower dated the effective date of the Optional Increase, signed by Consent Period being called a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto "Declining Bank" and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the each other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to Bank being called an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in"Increasing Bank").

Increases in Commitments. (a) Subject to So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the terms and conditions prior written consent of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases LC Bank and upon prior notice to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any increase time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after and the occurrence and Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the continuance life of a Defaultthis Agreement; (ii) provided, that each Optional Increase request for an increase and addition shall be in a minimum amount of $50,000,000 10,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject Administrative Agent are requested to respond to the approval Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the Swingline Lender LC Bank and the Issuing LendersAdministrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Xxxxxx’s Commitment. Any such financial institution Person not responding within such time period shall be deemed to have declined to consent to an increase in such Xxxxxx’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (if not already a Lender hereunder) shall become a party to this Agreement as a or an additional Lender), pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the BorrowerLC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (cor a new Person is added as Lender) As a condition precedent to in accordance with this clause (h), the Optional IncreaseAdministrative Agent, such Lender, the LC Bank and the Borrower shall deliver determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent a certificate or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Borrower dated the effective date Board of the Optional Increase, signed by a Responsible Officer Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as enforceability opinion of counsel of the effective date of Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inAdministrative Agent.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may Borrowers may, by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower Borrowers may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the approval of each Issuing Lender and the Swingline Lender (such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such XxxxxxLender’s sole discretion and shall be made in writing. The Borrower Borrowers may, at its their own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the BorrowerBorrowers. (c) As a condition precedent to the Optional Increase, the Borrower Loan Parties shall deliver to the Administrative Agent a certificate of the Borrower Loan Parties dated the effective date of the Optional Increase, signed by a Responsible Officer Authorized Officers of the Borrowereach Loan Party, certifying that: (i) the resolutions adopted by the Borrower each Loan Party approving or consenting to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inin which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (B) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment

Increases in Commitments. (a) Subject At any time prior to the terms Termination ------------------------ Date at the request of the Borrowers and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering upon notification to the Administrative Agent Agent, any Lender may increase the amount of its Commitment by executing an addendum hereto with the Obligors and the Lenders a Notice of Revolving Increase Administrative Agent, substantially in the form of Exhibit EH, request increases whereupon such Lender shall be bound by and entitled to the Lenders’ Commitments (each such requestbenefits of this Agreement with respect to the full amount of its Commitment as so increased, an “Optional Increase”); provided that: , after giving effect to any such increase, (i) -------- the Borrower may aggregate Commitments shall not request any increase to the Commitments after the occurrence exceed $1,500,000,000 and during the continuance of a Default; (ii) each Optional Increase no Lender shall have a Commitment which equals or exceeds 25% of the aggregate Commitments. Effective as of the date on which any such Lender increases its Commitment pursuant to the provisions of this Section 2.14, the aggregate Commitments shall be in a minimum increased by the amount of $50,000,000 and (iii) such Lender's additional Commitment. If on the aggregate date upon which such Lender increases its Commitment pursuant to this Section 2.14 there is an unpaid principal amount of all Optional Increases Syndicated Loans under Section 2.01, each Borrower to whom Syndicated Loans are outstanding shall be no more than $250,000,000. (b) Each borrow from such Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the approval of each Issuing Lender and the Swingline Lender (such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to through the Administrative Agent, subject to Section 6, an amount determined by multiplying the Swingline amount of the increase in such Lender's Commitment by a fraction, the numerator of which shall be the then unpaid principal amount of the Syndicated Loans outstanding under Section 2.01 and the denominator of which shall be the aggregate Commitments of the Lenders other than the amount of the additional Commitment of such Lender. Notwithstanding anything herein to the contrary, if there are Eurodollar Loans outstanding to any Borrower, such Lender may increase its Commitment and make Eurodollar Loans to such Borrower having Interest Periods corresponding to the then unexpired portions of the respective Interest Periods of such Eurodollar Loans and bearing interest at a rate equal to the respective interest rates then applicable to such Eurodollar Loans. The Administrative Agent shall advise the Lenders of such increase in the Commitment of a Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. (c) As a condition precedent to the Optional Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date amount of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to any borrowing from it hereunder made simultaneously upon such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inincrease.

Increases in Commitments. (a) Subject to So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the terms and conditions prior written consent of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases LC Bank and upon prior notice to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not from time to time request an increase in the Commitment with respect to one or more Committed Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any increase time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Committed Lenders’ Commitments after and the occurrence and Commitments of all such additional Committed Lenders may not exceed $50,000,000 in the aggregate during the continuance life of a Defaultthis Agreement; (ii) provided, that each Optional Increase request for an increase and addition shall be in a minimum amount of $50,000,000 5,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject Administrative Agent are requested to respond to the approval Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable notice to the Administrative Agent). Each Committed Lender being asked to increase its Commitment, the Swingline Lender LC Bank and the Issuing LendersAdministrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Committed Lender’s Commitment. Any such financial institution Person not responding within such time period shall be deemed to have declined to consent to an increase in such Committed Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (if not already a Lender hereunder) shall become a party to this Agreement as a or an additional Lender), pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the BorrowerLC Bank shall be required in order to approve any such request. If the Commitment of any Committed Lender is increased (cor a new Person is added as Committed Lender) As a condition precedent to in accordance with this clause (g), the Optional IncreaseAdministrative Agent, such Lender, the LC Bank and the Borrower shall deliver determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent a certificate or any Committed Lender increasing its Commitment pursuant to this Section 2.02(g) may request any of (x) resolutions of the Borrower dated the effective date Board of the Optional Increase, signed by a Responsible Officer Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as enforceability opinion of counsel of the effective date of Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inAdministrative Agent.

Increases in Commitments. (a) Subject to the terms So long as no Event of Termination or Unmatured Event of Termination has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and each Purchaser, the Lenders Seller may request on a Notice of Revolving Increase one-time basis that the Purchasers ratably increase their respective Commitments, in the form of Exhibit Ean aggregate amount not to exceed $25,000,000; provided, that such request increases to the Lenders’ Commitments (each such request, for an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase and (bii) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject the time period within which such Purchasers and the Administrative Agent are requested to respond to the approval Seller’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory notice to the Administrative Agent and the BorrowerPurchasers). (c) As a condition precedent to Each of the Optional Increase, the Borrower shall deliver to Purchasers and the Administrative Agent a certificate shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the Borrower dated requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Optional Increase, signed by a Responsible Officer Board of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower Seller approving or consenting to such Optional Increase are attached thereto Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such resolutions are true other documents, agreements and correct opinions reasonably requested by such Purchaser or the Administrative Agent and have not been altered, amended or repealed and are in full force and effect, (ii) before and if applicable, rebalance Capital among the Purchasers such that after giving effect to thereto, the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as aggregate outstanding Capital of the effective date of Purchasers is distributed ratably among the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inPurchasers.

Increases in Commitments. (a) Subject The Company on behalf of itself or any one of the Tranche B-3 Borrowers, may by written notice to the terms and conditions Administrative Agent elect to request the establishment of this Agreementone or more new term loans denominated in Dollars, on and from an Alternate Currency or any other currency agreed to by the Effective DateCompany, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase providing such new term loans (the “Incremental Term Loans”) or an increase in the form Revolving Loan Commitment Amount (the “Incremental Revolving Commitments” and, together with the Incremental Term Loans, the “Incremental Commitments”) from existing Lenders (each of Exhibit Ewhich shall be (A) an Eligible Assignee, request increases (B) subject to the Lenders’ approval of the Administrative Agent (not to be unreasonably withheld or delayed) and (C) entitled to elect or decline, in its sole discretion, to provide such Incremental Commitments) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith, in an aggregate amount for all such Incremental Commitments not in excess of (each i) $250,000,000 (or a principal amount equal to the Dollar Equivalent of $250,000,000) less the aggregate principal amount of Indebtedness incurred pursuant to clause (1) of Section 7.2.2(n) at or prior to such requesttime plus (ii) additional amounts so long as, an “Optional Increase”)on a pro forma basis on the date of incurrence, after giving effect to the incurrence of any such Incremental Commitment (assuming the full amount of any such concurrently established Incremental Revolving Commitment is drawn) and after giving effect to any pro forma adjustments for transactions consummated in connection therewith, the Senior Secured Net Leverage Ratio does not exceed 3.00 to 1.00; provided that: , to the extent any such Incremental Commitments are intended to be applied to finance a Limited Condition Acquisition, for the purposes of determining pro forma compliance with the Senior Secured Net Leverage Ratio the date of determination thereof shall, at the Company’s option, be the LCA Test Date, and if, after giving pro forma effect to the Limited Condition Acquisition and other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Reference Period ending prior to the LCA Test Date, the Company could have taken such action on the relevant LCA Test Date in compliance with such Senior Secured Net Leverage Ratio, such Senior Secured Net Leverage Ratio shall be deemed to have been complied with. Each such notice shall specify (i) the Borrower may not request any increase to amount of the Commitments after the occurrence and during the continuance of a Default; Incremental Term Loan or Incremental Revolving Commitment being requested (ii) each Optional Increase which shall be in minimum increments of $1,000,000 (or a principal amount equal to the Dollar Equivalent of $1,000,000) and a minimum amount of $50,000,000 25,000,000 (or a principal amount equal to the Dollar Equivalent of $25,000,000) or such lesser amount equal to the remaining amount of Incremental Revolving Commitments) and (iiiii) the aggregate amount of all Optional Increases date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Commitments shall be no more than $250,000,000. effective (b) Each Lender may, but which shall not be obligated to, participate in any Optional Increase, subject less than 10 Business Days (or such shorter period as agreed to the approval of each Issuing Lender and the Swingline Lender (such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to by the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. (c) As a condition precedent to the Optional Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in).

Increases in Commitments. (a) Subject During the period from the first ------------------------ anniversary of the Effective Date to the terms Termination Date at the request of the Borrowers and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering upon notification to the Administrative Agent Agent, any Lender may increase the amount of its Commitment by executing an addendum hereto with the Obligors and the Lenders a Notice of Revolving Increase Agent, substantially in the form of Exhibit EH, request increases whereupon such Lender shall be bound by and entitled to the Lenders’ Commitments (each such requestbenefits of this Agreement with respect to the full amount of its Commitment as so increased, an “Optional Increase”); provided that: , after giving effect to -------- any such increase, (i) the Borrower may aggregate Commitments shall not request any increase to the Commitments after the occurrence exceed $1,000,000,000 and during the continuance of a Default; (ii) each Optional Increase no Lender shall have a Commitment which equals or exceeds 25% of the aggregate Commitments. Effective as of the date on which any such Lender increases its Commitment pursuant to the provisions of this Section 2.14, the aggregate Commitments shall be in a minimum increased by the amount of $50,000,000 and (iii) such Lender's additional Commitment. If on the aggregate date upon which such Lender increases its Commitment pursuant to this Section 2.14 there is an unpaid principal amount of all Optional Increases Syndicated Loans under Section 2.01, each Borrower to whom Syndicated Loans are outstanding shall be no more than $250,000,000. (b) Each borrow from such Lender may, but shall not be obligated to, participate in any Optional Increasethrough the Agent, subject to Section 6, an amount determined by multiplying the approval amount of each Issuing the increase in such Lender's Commitment by a fraction, the numerator of which shall be the then unpaid principal amount of the Syndicated Loans outstanding under Section 2.01 and the denominator of which shall be the aggregate Commitments of the Lenders other than the amount of the additional Commitment of such Lender. Notwithstanding anything herein to the contrary, if there are Eurodollar Loans outstanding to any Borrower, such Lender may increase its Commitment and make Eurodollar Loans to such Borrower having Interest Periods corresponding to the then unexpired portions of the respective Interest Periods of such Eurodollar Loans and bearing interest at a rate equal to the respective interest rates then applicable to such Eurodollar Loans. The Agent shall advise the Lenders of such increase in the Commitment of a Lender and of the Swingline Lender (such approval not to be unreasonably withheld), and the decision amount of any Lender to commit to an Optional Increase shall be at borrowing from it hereunder made simultaneously upon such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. (c) As a condition precedent to the Optional Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inincrease.

Increases in Commitments. (a) Subject to the terms So long as no Event of Termination or Unmatured Event of Termination has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and each Purchaser, the Lenders Seller may request on a Notice of Revolving Increase one-time basis that the Purchasers ratably increase their respective Commitments, in the form of Exhibit Ean aggregate amount not to exceed $75,000,000; provided, that such request increases to the Lenders’ Commitments (each such request, for an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 5,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase and (bii) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject the time period within which such Purchasers and the Administrative Agent are requested to respond to the approval Seller’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory notice to the Administrative Agent and the BorrowerPurchasers). (c) As a condition precedent to Each of the Optional Increase, the Borrower shall deliver to Purchasers and the Administrative Agent a certificate shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the Borrower dated requested increases in Commitments be allocated to one or more willing Purchasers as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Optional Increase, signed by a Responsible Officer Board of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower Seller approving or consenting to such Optional Increase are attached thereto Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such resolutions are true other documents, agreements and correct opinions reasonably requested by such Purchaser or the Administrative Agent and have not been altered, amended or repealed and are in full force and effect, (ii) before and if applicable, rebalance Capital among the Purchasers such that after giving effect to thereto, the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as aggregate outstanding Capital of the effective date of Purchasers is distributed ratably among the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inPurchasers.

Increases in Commitments. (ai) Subject to the terms So long as no Event of Termination or Unmatured Event of Termination has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and each Purchaser, the Lenders Seller may request on a Notice of Revolving Increase one-time basis that the Purchasers ratably increase their respective Commitments, in the form of Exhibit Ean aggregate amount not to exceed 744072627 21691544 34 $50,000,000; provided, that such request increases to the Lenders’ Commitments (each such request, for an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (iiia) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase and (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject the time period within which such Purchasers and the Administrative Agent are requested to respond to the approval Seller’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory notice to the Administrative Agent and the BorrowerPurchasers). (c) As a condition precedent to Each of the Optional Increase, the Borrower shall deliver to Purchasers and the Administrative Agent a certificate shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the Borrower dated requested increases in Commitments be allocated to one or more willing Purchasers as agreed in writing among the effective date of Seller, the Optional IncreaseAdministrative Agent and such willing Purchasers (in each case, signed by a Responsible Officer of the Borrowerin their sole discretion), certifying that: (i) the resolutions adopted by the Borrower approving or consenting such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are increase in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, inits Commitment.