Common use of Request for Increase in Maximum Aggregate Commitment Clause in Contracts

Request for Increase in Maximum Aggregate Commitment. If the Seller shall request in writing to the Administrative Agent and Syndication Agent an increase in the Maximum Aggregate Commitment to a specified amount up to Five Hundred Million Dollars ($500,000,000), the Syndication Agent shall use its best efforts to obtain increased Committed Sums from existing Buyers, new Commitments from prospective new Buyers or such combination thereof as the Syndication Agent shall elect, to achieve such requested increase; provided that (i) the Syndication Agent shall first offer the opportunity to the then-existing Buyers to proportionately increase their Committed Sums before offering prospective new Buyers the opportunity to join the syndicate of Buyers, and will next offer the opportunity to the then-existing Buyers who have agreed to increase their Committed Sums to further proportionately increase them to include any Committed Sums increase offered to but not accepted by any of the other then-existing Buyers, (ii) such written request by the Seller is delivered to the Administrative Agent and Syndication Agent at least ten (10) Business Days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent and Syndication Agent has not declared in writing to have been waived or cured. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Purchased Loans of each Buyer (if any) that does not proportionately increase its Committed Sum shall, following funding by the new Buyers, automatically be reduced and adjusted proportionately and (ii) Schedule BC shall be updated and the update executed and delivered by the Administrative Agent to the Seller and each of the Buyers and, effective as of the date specified on such update, shall each automatically supersede and replace the then-existing corresponding schedule for all purposes.

Request for Increase in Maximum Aggregate Commitment. If the The Seller shall request in writing may from time to time, by giving advanced written notice of at least two Business Days to the Administrative Agent and Syndication Agent in the form of Exhibit G hereto, request an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to Five Hundred Million Dollars $800,000,000 for a period for such increase being designated by the Seller ($500,000,000)but not less than 30 days, or if less, the Syndication Agent shall use its best efforts to obtain increased Committed Sums from existing Buyers, new Commitments from prospective new Buyers or such combination thereof as period remaining until the Syndication Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Syndication Agent shall first offer the opportunity to the then-existing Buyers to proportionately increase their Committed Sums before offering prospective new Buyers the opportunity to join the syndicate of Buyers, and will next offer the opportunity to the then-existing Buyers who have agreed to increase their Committed Sums to further proportionately increase them to include any Committed Sums increase offered to but not accepted by any of the other then-existing Buyers, (ii) such written request by the Seller is delivered to the Administrative Agent and Syndication Agent at least ten (10) Business Days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent and Syndication Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Administrative Agent and the Buyers, and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Purchased Loans of each Buyer (if any) that does not proportionately increase its Committed Sum shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be reduced and adjusted proportionately and (ii) Schedule BC shall be updated proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the update executed and delivered by ownership interests in the Administrative Agent to the Seller and Purchased Loans of each of the Buyers and, effective as of the date specified on such update, Buyer shall each automatically supersede and replace the then-existing corresponding schedule for all purposesbe adjusted accordingly.

Request for Increase in Maximum Aggregate Commitment. If the Seller Companies shall request in writing to the Administrative Agent and Syndication Agent an increase in the Maximum Aggregate Commitment to a specified amount up to Five Hundred Million One Billion Dollars ($500,000,0001,000,000,000), the Syndication Agent shall use its best efforts to obtain increased Committed Sums Commitments from existing BuyersLenders, new Commitments from prospective new Buyers Lenders or such combination thereof as the Syndication Agent shall elect, to achieve such requested increase; provided that (i) the Syndication Agent shall first offer the opportunity to the then-existing Buyers Lenders to proportionately increase their Committed Sums Commitments before offering prospective new Buyers Lenders the opportunity to join the syndicate of BuyersLenders, and will next offer the opportunity to the then-existing Buyers Lenders who have agreed to increase their Committed Sums Commitments to further proportionately increase them to include any Committed Sums Commitment increase offered to but not accepted by any of the other then-existing BuyersLenders, (ii) such written request by the Seller Companies is delivered to the Administrative Agent and Syndication Agent at least ten forty-five (1045) Business Days days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent and Syndication Agent has not declared in writing to have been waived or cured. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Purchased Loans Loan of each Buyer Lender (if any) that does not proportionately increase its Committed Sum shall, following funding by the new Buyers, Commitment shall automatically be reduced and adjusted proportionately and (ii) Schedule BC Schedules LC and MAC shall each be updated and the update updates executed and delivered by the Administrative Agent to the Seller Companies and each of the Buyers Lenders and, effective as of the date specified on such updateupdates, shall each automatically supersede and replace the then-existing corresponding schedule for all purposes.

Request for Increase in Maximum Aggregate Commitment. If the Seller Company shall request in writing to the Administrative Agent and Syndication Agent an increase in the Maximum Aggregate Commitment to a specified amount up to Five Four Hundred Seventy-five Million Dollars ($500,000,000475,000,000), the Syndication Agent shall use its best efforts to obtain increased Committed Sums Commitments from existing BuyersLenders, new Commitments from prospective new Buyers Lenders or such combination thereof as the Syndication Agent shall elect, to achieve such requested increase; provided that (i) the Syndication Agent shall first offer the opportunity to the then-existing Buyers Lenders to proportionately increase their Committed Sums Commitments before offering prospective new Buyers Lenders the opportunity to join the syndicate of BuyersLenders, and will next offer the opportunity to the then-existing Buyers Lenders who have agreed to increase their Committed Sums Commitments to further proportionately increase them to include any Committed Sums Commitment increase offered to but not accepted by any of the other then-existing BuyersLenders, (ii) such written request by the Seller Company is delivered to the Administrative Agent and Syndication Agent at least ten forty-five (1045) Business Days days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent and Syndication Agent has not declared in writing to have been waived or cured. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Purchased Loans Loan of each Buyer Lender (if any) that does not proportionately increase its Committed Sum shall, following funding by the new Buyers, Commitment shall automatically be reduced and adjusted proportionately and (ii) Schedule BC Schedules LC and MAC shall each be updated and the update updates executed and delivered by the Administrative Agent to the Seller Company and each of the Buyers Lenders and, effective as of the date specified on such updateupdates, shall each automatically supersede and replace the then-existing corresponding schedule for all purposes.

Request for Increase in Maximum Aggregate Commitment. If the The Seller shall request in writing may from time to time, by giving advanced written notice of at least two Business Days to the Administrative Agent and Syndication Agent in the form of Exhibit G hereto, request an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to Five Hundred Million Dollars $1,200,000,000 for a period for such increase being designated by the Seller ($500,000,000)but not less than 30 days, or if less, the Syndication Agent shall use its best efforts to obtain increased Committed Sums from existing Buyers, new Commitments from prospective new Buyers or such combination thereof as period remaining until the Syndication Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Syndication Agent shall first offer the opportunity to the then-existing Buyers to proportionately increase their Committed Sums before offering prospective new Buyers the opportunity to join the syndicate of Buyers, and will next offer the opportunity to the then-existing Buyers who have agreed to increase their Committed Sums to further proportionately increase them to include any Committed Sums increase offered to but not accepted by any of the other then-existing Buyers, (ii) such written request by the Seller is delivered to the Administrative Agent and Syndication Agent at least ten (10) Business Days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent and Syndication Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Administrative Agent and the Buyers, and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Purchased Loans of each Buyer (if any) that does not proportionately increase its Committed Sum shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be reduced and adjusted proportionately and (ii) Schedule BC shall be updated proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the update executed and delivered by ownership interests in the Administrative Agent to the Seller and Purchased Loans of each of the Buyers and, effective as of the date specified on such update, Buyer shall each automatically supersede and replace the then-existing corresponding schedule for all purposesbe adjusted accordingly.

Request for Increase in Maximum Aggregate Commitment. If the Seller Companies shall request in writing to the Administrative Agent and Syndication Agent an increase in the Maximum Aggregate Commitment to a specified amount up to Five Seven Hundred Fifty Million Dollars ($500,000,000750,000,000), the Syndication Agent shall use its best efforts to obtain increased Committed Sums Commitments from existing BuyersLenders, new Commitments from prospective new Buyers Lenders or such combination thereof as the Syndication Agent shall elect, to achieve such requested increase; provided that (i) the Syndication Agent shall first offer the opportunity to the then-existing Buyers Lenders to proportionately increase their Committed Sums Commitments before offering prospective new Buyers Lenders the opportunity to join the syndicate of BuyersLenders, and will next offer the opportunity to the then-existing Buyers Lenders who have agreed to increase their Committed Sums Commitments to further proportionately increase them to include any Committed Sums Commitment increase offered to but not accepted by any of the other then-existing BuyersLenders, (ii) such written request by the Seller Companies is delivered to the Administrative Agent and Syndication Agent at least ten forty-five (1045) Business Days days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent and Syndication Agent has not declared in writing to have been waived or cured. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Purchased Loans Loan of each Buyer Lender (if any) that does not proportionately increase its Committed Sum shall, following funding by the new Buyers, Commitment shall automatically be reduced and adjusted proportionately and (ii) Schedule BC Schedules LC and MAC shall each be updated and the update updates executed and delivered by the Administrative Agent to the Seller Companies and each of the Buyers Lenders and, effective as of the date specified on such updateupdates, shall each automatically supersede and replace the then-existing corresponding schedule for all purposes.

Request for Increase in Maximum Aggregate Commitment. If the The Seller shall request in writing may from time to time by giving advanced written notice of at least two Business Days to the Administrative Agent and Syndication in the form of Exhibit G hereto request from the Administrative Agent an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to Five Hundred Million Dollars $650,000,000 for a period for such increase being designated by the Seller ($500,000,000)but not less than 30 days, or if less, the Syndication Agent shall use its best efforts to obtain increased Committed Sums from existing Buyers, new Commitments from prospective new Buyers or such combination thereof as period remaining until the Syndication Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Syndication Agent shall first offer the opportunity to the then-existing Buyers to proportionately increase their Committed Sums before offering prospective new Buyers the opportunity to join the syndicate of Buyers, and will next offer the opportunity to the then-existing Buyers who have agreed to increase their Committed Sums to further proportionately increase them to include any Committed Sums increase offered to but not accepted by any of the other then-existing Buyers, (ii) such written request by the Seller is delivered to the Administrative Agent and Syndication Agent at least ten (10) Business Days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent and Syndication Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Administrative Agent and the Buyers, and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Purchased Loans of each Buyer (if any) that does not proportionately increase its Committed Sum shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be reduced and adjusted proportionately and (ii) Schedule BC shall be updated proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the update executed and delivered by ownership interests in the Administrative Agent to the Seller and Purchased Loans of each of the Buyers and, effective as of the date specified on such update, Buyer shall each automatically supersede and replace the then-existing corresponding schedule for all purposesbe adjusted accordingly.

Request for Increase in Maximum Aggregate Commitment. If the The Seller shall request in writing may from time to time, by giving advanced written notice of at least two Business Days to the Administrative Agent and Syndication Agent in the form of Exhibit G hereto, request an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to Five Hundred Million Dollars $1,000,000,000 for a period for such increase being designated by the Seller ($500,000,000)but not less than 30 days, or if less, the Syndication Agent shall use its best efforts to obtain increased Committed Sums from existing Buyers, new Commitments from prospective new Buyers or such combination thereof as period remaining until the Syndication Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Syndication Agent shall first offer the opportunity to the then-existing Buyers to proportionately increase their Committed Sums before offering prospective new Buyers the opportunity to join the syndicate of Buyers, and will next offer the opportunity to the then-existing Buyers who have agreed to increase their Committed Sums to further proportionately increase them to include any Committed Sums increase offered to but not accepted by any of the other then-existing Buyers, (ii) such written request by the Seller is delivered to the Administrative Agent and Syndication Agent at least ten (10) Business Days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent and Syndication Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Administrative Agent and the Buyers, and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Purchased Loans of each Buyer (if any) that does not proportionately increase its Committed Sum shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be reduced and adjusted proportionately and (ii) Schedule BC shall be updated proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the update executed and delivered by ownership interests in the Administrative Agent to the Seller and Purchased Loans of each of the Buyers and, effective as of the date specified on such update, Buyer shall each automatically supersede and replace the then-existing corresponding schedule for all purposesbe adjusted accordingly.

Request for Increase in Maximum Aggregate Commitment. If the The Seller shall request in writing may from time to time by giving advanced written notice of at least two Business Days to the Administrative Agent and Syndication in the form of Exhibit G hereto request to the Administrative Agent for an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to Five Hundred Million Dollars $550,000,000 for a period for such increase being designated by the Seller ($500,000,000)but not less than 30 days, or if less, the Syndication Agent shall use its best efforts to obtain increased Committed Sums from existing Buyers, new Commitments from prospective new Buyers or such combination thereof as period remaining until the Syndication Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Syndication Agent shall first offer the opportunity to the then-existing Buyers to proportionately increase their Committed Sums before offering prospective new Buyers the opportunity to join the syndicate of Buyers, and will next offer the opportunity to the then-existing Buyers who have agreed to increase their Committed Sums to further proportionately increase them to include any Committed Sums increase offered to but not accepted by any of the other then-existing Buyers, (ii) such written request by the Seller is delivered to the Administrative Agent and Syndication Agent at least ten (10) Business Days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent and Syndication Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Agent and the Buyers, and no Buyer will have any obligation to increase its Committed Sum. The consent of the Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Purchased Loans of each Buyer (if any) that does not proportionately increase its Committed Sum shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be reduced and adjusted proportionately and (ii) Schedule BC shall be updated and the update executed and delivered by the Administrative Agent to the Seller and each of the Buyers and, effective as of the date specified on such update, shall each automatically supersede and replace the then-existing corresponding schedule for all purposesproportionately.

Request for Increase in Maximum Aggregate Commitment. If the The Seller shall request in writing may from time to time, by giving advanced written notice of at least two Business Days to the Administrative Agent and Syndication Agent in the form of Exhibit G hereto, request an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to Five Hundred Million Dollars $2,300,000,000 for a period for such increase being designated by the Seller ($500,000,000)but not less than 30 days, or if less, the Syndication Agent shall use its best efforts to obtain increased Committed Sums from existing Buyers, new Commitments from prospective new Buyers or such combination thereof as period remaining until the Syndication Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Syndication Agent shall first offer the opportunity to the then-existing Buyers to proportionately increase their Committed Sums before offering prospective new Buyers the opportunity to join the syndicate of Buyers, and will next offer the opportunity to the then-existing Buyers who have agreed to increase their Committed Sums to further proportionately increase them to include any Committed Sums increase offered to but not accepted by any of the other then-existing Buyers, (ii) such written request by the Seller is delivered to the Administrative Agent and Syndication Agent at least ten (10) Business Days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent and Syndication Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Administrative Agent and the increasing or new Buyers (as applicable), and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Purchased Loans of each Buyer (if any) that does not proportionately increase its Committed Sum shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be reduced and adjusted proportionately and (ii) Schedule BC shall be updated proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the update executed and delivered by Pro Rata ownership interests in the Administrative Agent to the Seller and Purchased Loans of each of the Buyers and, effective as of the date specified on such update, Buyer shall each automatically supersede and replace the then-existing corresponding schedule for all purposesbe adjusted accordingly.

Request for Increase in Maximum Aggregate Commitment. If the The Seller shall request in writing may from time to time, by giving advanced written notice of at least two Business Days to the Administrative Agent and Syndication Agent in the form of Exhibit G hereto, request an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to Five Hundred Million Dollars $1,500,000,000 for a period for such increase being designated by the Seller ($500,000,000)but not less than 30 days, or if less, the Syndication Agent shall use its best efforts to obtain increased Committed Sums from existing Buyers, new Commitments from prospective new Buyers or such combination thereof as period remaining until the Syndication Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Syndication Agent shall first offer the opportunity to the then-existing Buyers to proportionately increase their Committed Sums before offering prospective new Buyers the opportunity to join the syndicate of Buyers, and will next offer the opportunity to the then-existing Buyers who have agreed to increase their Committed Sums to further proportionately increase them to include any Committed Sums increase offered to but not accepted by any of the other then-existing Buyers, (ii) such written request by the Seller is delivered to the Administrative Agent and Syndication Agent at least ten (10) Business Days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent and Syndication Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Administrative Agent and the Buyers, and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Purchased Loans of each Buyer (if any) that does not proportionately increase its Committed Sum shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be reduced and adjusted proportionately and (ii) Schedule BC shall be updated proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the update executed and delivered by ownership interests in the Administrative Agent to the Seller and Purchased Loans of each of the Buyers and, effective as of the date specified on such update, Buyer shall each automatically supersede and replace the then-existing corresponding schedule for all purposesbe adjusted accordingly.

Request for Increase in Maximum Aggregate Commitment. If the The Seller shall request in writing may from time to time, by giving advanced written notice of at least two Business Days to the Administrative Agent and Syndication Agent in the form of Exhibit G hereto, request an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to Five Hundred Million Dollars $1,800,000,000 for a period for such increase being designated by the Seller ($500,000,000)but not less than 30 days, or if less, the Syndication Agent shall use its best efforts to obtain increased Committed Sums from existing Buyers, new Commitments from prospective new Buyers or such combination thereof as period remaining until the Syndication Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Syndication Agent shall first offer the opportunity to the then-existing Buyers to proportionately increase their Committed Sums before offering prospective new Buyers the opportunity to join the syndicate of Buyers, and will next offer the opportunity to the then-existing Buyers who have agreed to increase their Committed Sums to further proportionately increase them to include any Committed Sums increase offered to but not accepted by any of the other then-existing Buyers, (ii) such written request by the Seller is delivered to the Administrative Agent and Syndication Agent at least ten (10) Business Days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent and Syndication Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Administrative Agent and the increasing or new Buyers (as applicable), and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Purchased Loans of each Buyer (if any) that does not proportionately increase its Committed Sum shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be reduced and adjusted proportionately and (ii) Schedule BC shall be updated proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the update executed and delivered by ownership interests in the Administrative Agent to the Seller and Purchased Loans of each of the Buyers and, effective as of the date specified on such update, Buyer shall each automatically supersede and replace the then-existing corresponding schedule for all purposesbe adjusted accordingly.