Common use of Increases in Commitments Clause in Contracts

Increases in Commitments. (a) At any one or more times prior to five (5) Business Days before the Series 2022-1 Class A-1 Notes Renewal Date, upon at least five (5) Business Days’ notice to the Administrative Agent (who shall promptly notify each Funding Agent and each Investor), the Trustee and the Control Party, the Co-Issuers may deliver notice substantially in the form of Exhibit E hereto (a “Commitment Increase Notice”) to effect an increase in the Series 2022-1 Class A-1 Notes Maximum Principal Amount upon the satisfaction of the Series 2022-1 Class A-1 Availability Conditions with respect to the amount of such increase (a “Commitment Increase Amount”) and a corresponding increase in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) the requested amount of a Commitment Increase Amount must be a minimum of $10,000,000 and integral multiples of $500,000 in excess thereof (or, if the difference between (x) the maximum dollar amount specified in the definition of Series 2022-1 Class A-1 Notes Maximum Principal Amount minus (y) the Series 2022-1 Class A-1 Notes Maximum Principal Amount as of such date is less than $10,000,000, such lesser amount) and (ii) no such increase shall be permitted if, after giving effect thereto, the Series 2022-1 Class A-1 Notes Maximum Principal Amount would exceed the maximum dollar amount specified in the definition thereof. Schedule I hereto shall be replaced in its entirety by the Schedule I delivered by the Co-Issuers in connection with any Commitment Increase Notice to reflect such Commitment Increase Amount. (b) Pursuant to each Commitment Increase Notice delivered in accordance with Section 2.06(a) hereof, the Co-Issuers (or the Managers on their behalf) shall certify that after giving pro

Increases in Commitments. (ai) At If no Default or Event of Default has occurred and is continuing, any one or more times Borrower may, at any time prior to five (5) Business Days before the Series 2022-1 Class A-1 Notes Renewal Revolving Termination Date, upon at least five (5) Business Days’ notice to the Administrative Agent (who shall promptly notify each Funding Agent and each Investor), the Trustee and the Control Party, the Co-Issuers may deliver notice substantially in the form of Exhibit E hereto (a “Commitment Increase Notice”) to effect request an increase in the Series 2022-1 Class A-1 Notes Maximum Principal Amount upon aggregate Commitments, by giving written notice to the satisfaction Agent and each Bank (each such notice an "Increase Request"). Concurrently with delivering an Increase Request, such Borrower 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 Series 2022-1 Class A-1 Availability Conditions 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 increase requested in the Increase Request by delivering to such Borrower and the 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 2.5(b)(i) and which shall be given no later than 10 Business Days after the date of 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 respect 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 amount Borrower and the Agent within the Consent Period (each such Bank giving a Decline Notice or failing to respond on or before the expiration of such increase the Consent Period being called a "Declining Bank" and each other Bank being called an "Increasing Bank"). (a “Commitment Increase Amount”ii) Upon expiry of the Consent Period (or sooner if all existing Banks and a corresponding increase in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) the requested amount of a Commitment Increase Amount must be a minimum of $10,000,000 and integral multiples of $500,000 in excess thereof (orNew Banks respond sooner), if the difference between (xcommitments of the Increasing Banks specified in their respective Commitment Increase Notices and the New Bank(s) in their commitment letters equal or exceed the maximum dollar Increase Request, the Agent shall allocate such commitments up to the amount specified in the definition Increase Request to the Increasing Banks and New Bank(s) based on the ratio of Series 2022-1 Class A-1 Notes Maximum Principal Amount minus (y) the Series 2022-1 Class A-1 Notes Maximum Principal Amount as of such date is less than $10,000,000, such lesser amount) and (ii) no such increase shall be permitted if, after giving effect thereto, the Series 2022-1 Class A-1 Notes Maximum Principal Amount would exceed the maximum dollar amount specified in the definition thereof. Schedule I hereto shall be replaced in its entirety by the Schedule I delivered by the Co-Issuers in connection with any Commitment Increase Notice to reflect such Commitment Increase Amount. (b) Pursuant to each Commitment Increase Notice delivered in accordance with Section 2.06(a) hereof, the Co-Issuers (or the Managers on their behalf) shall certify that after giving proIncreasing Bank's

Increases in Commitments. (a) At any one So long as (x) no Default exists or more times prior would result after giving effect to five the making of the Incremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds therefrom and (5y) Business Days before after giving effect to the Series 2022-1 Class A-1 Notes Renewal Datemaking of the Incremental Term Loans or Incremental Revolving Loans referred to below and the use of proceeds therefrom, the Borrower would be in compliance with the financial covenants set forth in Section 8.11 (Financial Covenants) on a Pro Forma Basis as of such date and as of the last day of the most recent fiscal quarter for which financial statements have been delivered in accordance with Section 7.01(a) or (b) (Financial Statements), then upon at least five (5) Business Days’ written notice to the Administrative Agent (who shall promptly notify each Funding Agent and each Investor)Agents, the Trustee and the Control Party, the Co-Issuers Borrower may deliver notice substantially in the form of Exhibit E hereto (a “Commitment Increase Notice”) from time to effect an increase in the Series 2022-1 Class A-1 Notes Maximum Principal Amount upon the satisfaction of the Series 2022-1 Class A-1 Availability Conditions with respect to the amount of such increase (a “Commitment Increase Amount”) and a corresponding increase in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that time request (i) additional term loans (the requested "Incremental Term Loans" and the related commitments, the "Incremental Term Loan Commitments") in an aggregate principal amount not to exceed $100,000,000; provided, that any such increase shall be in an aggregate amount of a Commitment Increase Amount must $50,000,000 or any whole multiple of $1,000,000 in excess thereof, and (ii) additional revolving loans (the "Incremental Revolving Loans" and the related commitments, the "Incremental Revolving Credit Commitments") in an aggregate principal amount not to exceed $100,000,000; provided, that any such increase shall be a minimum in an aggregate amount of $10,000,000 and integral multiples or any whole multiple of $500,000 1,000,000 in excess thereof thereof; provided, further, that (orI) the aggregate amount of Incremental Term Loan Loans and Incremental Revolving Loans (and the respective related commitments) which may be provided hereunder shall not exceed $100,000,000 and (II) any existing Lender that may be requested to provide all or a portion of any Incremental Term Loans and related commitments or any Incremental Revolving Loans and related commitments may elect or decline, if in its sole discretion, to provide any such loans and commitments. The Incremental Term Loans (A) shall rank pari passu in right of payment and right of security in respect of the difference between Collateral with the Term Loans and (B) other than amortization, pricing and maturity date, shall have the same terms as the Term Loans existing immediately prior to the effectiveness of the amendment creating such Incremental Term Loans; provided, however, that (x) if the maximum dollar amount specified in interest rate spreads relating to such new Incremental Term Loans exceed the definition of Series 2022-1 Class A-1 Notes Maximum Principal Amount minus Applicable Margin at any pricing level for the Term Loans (including any upfront fees or original issue discount payable to the Lenders providing such Incremental Term Loans), by more than 25 basis points then the Applicable Margin for the Term Loans shall be adjusted to be equal to such interest rate spreads, (y) the Series 2022Incremental Term Loans shall not have a final maturity date earlier than the Term Loan Maturity Date, and (z) the Incremental Term Loans shall not have a weighted average life to maturity that is shorter than the then-1 Class A-1 Notes Maximum Principal Amount remaining weighted average life to maturity of the Term Loans. Any Term Lender or additional bank or financial institution that agrees to make available an Incremental Term Loan Commitment (an "Incremental Term Lender") shall become a Lender or make its Incremental Term Loan Commitment available, as the case may be, under this Agreement, pursuant to an amendment (an "Incremental Facility Amendment") to this Agreement giving effect to the modifications permitted by this Section 2.14 and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Term Lender and the Administrative Agents only, and to any other documentation, in each case on terms and documentation satisfactory to the Administrative Agents. The Incremental Revolving Loans (A) shall rank pari passu in right of payment and right of security in respect of the Collateral with the Revolving Loans and (B) other than pricing and maturity date, shall have the same terms as Revolving Loans existing immediately prior to the effectiveness of the amendment creating such Incremental Revolving Loans; provided, however, that (x) if the interest rate spreads and unused commitment fees relating to such new Incremental Revolving Loans exceed the Applicable Margin and Unused Commitment Fees at any pricing level for the Revolving Credit Facility (including any upfront fees or original issue discount payable to the Lenders providing such Incremental Revolving Loans) by more than 25 basis points, then the Applicable Margin and Unused Commitment Fees for the Revolving Credit Facility shall be adjusted to be equal to such interest rate spreads, and (y) the Incremental Revolving Loans shall not have a final maturity date earlier than the applicable maturity date of the Revolving Credit Facility. Any Revolving Credit Lender or additional bank or financial institution that agrees to make available an Incremental Revolving Commitment (an "Incremental Revolving Credit Lender") shall become a Lender or make its Incremental Revolving Commitment available, as the case may be, under this Agreement, pursuant to an Incremental Facility Amendment to this Agreement giving effect to the modifications permitted by this Section 2.14 and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Incremental Revolving Lender and the Administrative Agents, and to any other documentation, in each case on terms and documentation satisfactory to the Administrative Agents. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agents, to effect the provisions of this Section 2.14. (b) If any Incremental Term Loan Commitments or Incremental Revolving Loan Commitments are made in accordance with this Section 2.14, the Administrative Agent and Borrower shall determine the effective date (each, an "Incremental Facility Effective Date") and the final allocation of such increase. The Administrative Agent shall promptly notify Borrower and the Lenders of the final allocation of such increase and the Incremental Facility Effective Date. As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of Borrower dated as of the Incremental Facility Effective Date signed by a Financial Officer of Borrower (i) certifying and attaching (A) the resolutions adopted by Borrower approving or consenting to such date is less than $10,000,000, such lesser amountincrease and (B) a certificate demonstrating pro forma compliance with the Financial Covenants as set forth in Section 2.14(a) and (ii) no such increase shall be permitted ifcertifying that, before and after giving effect theretoto such increase, (A) the Series 2022-1 Class A-1 Notes Maximum Principal Amount would exceed representations and warranties set forth in Article VI (Representations and Warranties) and the maximum dollar amount specified in the definition thereof. Schedule I hereto other Loan Documents shall be replaced true and correct in its entirety all material respects on and as of the Incremental Facility Effective Date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and (B) no Default shall have occurred and be continuing. (c) The Borrower shall use the proceeds of any Incremental Term Loans and Incremental Revolving Loans for working capital and general corporate purposes (including to finance Permitted Acquisitions and making Capital Expenditures that are not prohibited by the Schedule I delivered by the Co-Issuers in connection with any Commitment Increase Notice to reflect such Commitment Increase Amount. (b) Pursuant to each Commitment Increase Notice delivered in accordance with Section 2.06(a) hereof, the Co-Issuers (or the Managers on their behalf) shall certify that after giving prothis Agreement).