Common use of Increase in Facility Amount Clause in Contracts

Increase in Facility Amount. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 (for a total maximum Facility Amount of $150,000,000). The following terms and conditions shall apply to any such increase: (i) any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (each, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in the Facility Amount shall be in a minimum principal amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should the terms of the increase agreed to be other than those in effect prior to the increase, then the Loan Documents shall, with the consent of the Agent and the Lenders, be amended to the extent necessary to incorporate any such different terms.

Increase in Facility Amount. Subject The Borrower may, on any Business Day prior to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 delivering a request substantially in the form attached hereto as Exhibit F (for each, a total maximum “Facility Amount Increase Request”) to the Administrative Agent (with a copy to the Collateral Agent) or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of $150,000,000). The following terms and conditions shall apply such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to any such increase: ), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any such increase the Facility Amount shall be obtained from existing Lenders or from other Persons with not exceed $300,000,000 without the consent of the Agent (eachall Lenders, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in of the aggregate amount of the Facility Amount shall be in a minimum principal an amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, less than $10,000,000; , (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties contained in Article IV hereof (as the same may be amended from time to time) shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and Lenders the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall execute make Advances in an acknowledgement (or in the case amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of the addition of Advances. It shall be a bank or other financial institution not then a party condition to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to effectiveness that (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding bearing interest at the time Adjusted Eurodollar Rate on the date of any such increaseeffectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall make such payments and adjustments on the Advances (including payment of pay any break funding amount amounts owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party Lenders pursuant to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount2.10 hereof, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should if a Facility Amount Increase is made among the terms existing Lenders and the amount of the increase agreed in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be other than those in effect prior to prepaid on such date and (ii) the increase, then the Loan Documents shall, with the consent Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent and the Lenders, be amended affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the extent necessary contrary, no Lender shall have any obligation to incorporate any such different termsincrease its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms (including pricing) as an Advance under the existing Facility Amount.

Increase in Facility Amount. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 (for a total maximum Facility Amount of $150,000,000). The following terms and conditions shall apply to any such increase: (i) any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (each, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in the Facility Amount shall be in a minimum principal amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should the terms of the increase agreed to be other than those in effect prior to the increase, then the Loan Documents shall, with the consent of the Agent and the Lenders, be amended to the extent necessary to incorporate any such different terms.

Increase in Facility Amount. Subject The Borrower may, on any Business Day prior to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 delivering a request substantially in the form attached hereto as Exhibit F (for each, a total maximum “Facility Amount Increase Request”) or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of $150,000,000such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s). The following terms ), and conditions shall apply to any such increase: the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (eachFacility Amount to an amount in excess of $600,000,000 will require the approval of all Lenders, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in of the aggregate amount of the Facility Amount shall be in a minimum principal an amount not less than $25,000,000, (iii) no Default or Event of (x) if such increase Default shall have occurred and be obtained from existing Lenderscontinuing at the time of the request or the effective date of the Facility Amount Increase, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) all representations and warranties contained in Article IV hereof (as the same may be amended from time to time) shall be true and correct in all material respects at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and Lenders the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall execute make Advances in an acknowledgement (or in the case amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of the addition of Advances. It shall be a bank or other financial institution not then a party condition to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to effectiveness that (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding bearing interest at the time Adjusted Eurodollar Rate on the date of any such increaseeffectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall make such payments and adjustments on the Advances (including payment of pay any break funding amount amounts owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party Lenders pursuant to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount2.10 hereof, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should if a Facility Amount Increase is made among the terms existing Lenders and the amount of the increase agreed in each such Lender's Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be other than those in effect prior prepaid on such date and (ii) the Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Facility Amount Increase. Notwithstanding anything herein to the increasecontrary, then the Loan Documents shallno Lender shall have any obligation to increase its Commitment and no Lender's Commitment shall be increased without its consent thereto, with the consent of the Agent and the Lenderseach Lender may at its option, be amended unconditionally and without cause, decline to the extent necessary to incorporate any such different termsincrease its Commitment.

Increase in Facility Amount. Subject The Borrower may, on any Business Day prior to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 delivering a request substantially in the form attached hereto as Exhibit F (for each, a total maximum “Facility Amount Increase Request”) or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of $150,000,000). The following terms and conditions shall apply such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to any such increase: ), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any such increase the Facility Amount shall be obtained from existing Lenders or from other Persons with not exceed $200,000,000 without the consent of the Agent (eachall Lenders, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in of the aggregate amount of the Facility Amount shall be in a minimum principal an amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, less than $10,000,000; , (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties contained in Article IV hereof (as the same may be amended from time to time) shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date), and (v) unless such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and Lenders the Administrative Agent. Upon the effectiveness thereof, the New Lender(s) (or, if applicable, existing Lender(s)) shall execute make Advances in an acknowledgement (or in the case amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of the addition of Advances. It shall be a bank or other financial institution not then a party condition to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to effectiveness that (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding bearing interest at the time Adjusted Term SOFR Rate on the date of any such increaseeffectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall make such payments and adjustments on the Advances (including payment of pay any break funding amount amounts owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party Lenders pursuant to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount2.10 hereof, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should if a Facility Amount Increase is made among the terms existing Lenders and the amount of the increase agreed in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted Term SOFR Rate shall not be deemed to be other than those in effect prior to prepaid on such date and (ii) the increase, then the Loan Documents shall, with the consent Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent and the Lenders, be amended affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the extent necessary contrary, no Lender shall have any obligation to incorporate any such different termsincrease its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms (including pricing) as an Advance under the existing Facility Amount.

Increase in Facility Amount. Subject The Borrower may, on any Business Day prior to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 delivering a request substantially in the form attached hereto as Exhibit F (for each, a total maximum “Facility Amount Increase Request”) or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of $150,000,000such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s). The following terms ), and conditions shall apply to any such increase: the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (eachFacility Amount to an amount in excess of $750,000,000 will require the approval of all Lenders, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in of the aggregate amount of the Facility Amount shall be in a minimum principal an amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, less than $10,000,000; , (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties contained in Article IV hereof (as the same may be amended from time to time) shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and Lenders the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall execute make Advances in an acknowledgement (or in the case amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of the addition of Advances. It shall be a bank or other financial institution not then a party condition to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to effectiveness that (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding bearing interest at the time Adjusted LIBOR Rate on the date of any such increaseeffectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall make such payments and adjustments on the Advances (including payment of pay any break funding amount amounts owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party Lenders pursuant to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount2.10 hereof, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should if a Facility Amount Increase is made among the terms existing Lenders and the amount of the increase agreed in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted LIBOR Rate shall not be deemed to be other than those in effect prior prepaid on such date and (ii) the Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Facility Amount Increase. Notwithstanding anything herein to the increasecontrary, then no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. For the Loan Documents shallavoidance of doubt, with the consent of the Agent and the Lenders, each Advance made under a Facility Amount Increase shall be amended subject to the extent necessary to incorporate any such different termssame terms (including pricing) as Advances under the existing Facility Amount.

Increase in Facility Amount. Subject The Borrower may, with the prior written consent of the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion) and prior written notice to the terms and conditions set forth hereinMorningstar, the Borrower shall have the right, at any time from the Restatement Effective Date until (i) increase the Commitment Termination Dateof the existing Lender Groups (pro rata) with the consent of each such Lender Group, (ii) subject to Section 15.4(b), add additional Lender Groups and/or (iii) increase the Commitment of any Lender Group with the consent of such Lender Group, in each case which shall increase the Facility Amount by an the amount up to $100,000,000 (for a total maximum Facility Amount of $150,000,000). The following terms and conditions shall apply to any such increase: (i) any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (each, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the increased or new Commitment of any each such existing or additional Lender may not be increased without the prior written consent of such Lender; (iii) any Group. Each increase in the Facility Amount shall be allocated to each participating Lender Group pro rata based on their Commitments immediately prior to giving effect to such increase. If any Lender increasesIn the event any Lender reduces its Commitment (with the consent of the Borrower) concurrently with any other Lender increasing its Commitment (including the amount of a new Commitment by a new Lender) (other than in connection with any increase that is designated as a minimum principal term loan pursuant to Section 2.9), such reducing Lender shall be paid an upfront fee in an amount equal to 0.50% of such increase. Each upfront fee will be paid by (A) any Lender that is concurrently reducing its Commitment (with the consent of the Borrower), up topay an upfront fee to such increasing Lender in an aggregate amount equal to the product of (x) if 0.50% of such increase shall be obtained from existing Lenders, $5,000,000 reduction and (yB) if such increase shall be obtained from Eligible Assignees who to the extent any remaining amounts are not Lenders hereunderowed, $10,000,000; (ivthe Borrowery) the Borrower and Lenders shall execute an acknowledgement ratio equal to (or in 1) the case number of days from the date on which such Lender’s Commitment was reduced until the end of the addition Revolving Period on such reduction date divided by (2) the number of a bank or other financial institution not then days from the date such Lender became a party to this Agreementhereto until the end of the Revolving Period on such reduction date. For the avoidance of doubt, a joinder agreement) the Borrower shall not be responsible for any portion of an upfront fee paid in form and content satisfactory to connection with the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (i) increase transfer of the Commitment of a Lender without reducing its Commitment to a Lender simultaneously increasing its Commitment. Notwithstanding the foregoing, no such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) permitted without the prior written consent of DBNY if, after giving effect to any such increase in increase, DBNY’s Commitment will no longer be at least 51% of the Facility Amount, no Default . Lender that is involuntarily removed or Early Event replaced under the provisions of Default this Agreement shall have occurred; (x) the Borrower shall have provided be required to the Agent, at least thirty (30) days prior pay any amounts set forth in this Section 2.8 in connection with any reduction of its Commitment pursuant to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should the terms of the increase agreed to be other than those in effect prior to the increase, then the Loan Documents shall, with the consent of the Agent and the Lenders, be amended to the extent necessary to incorporate any such different termsremoval or replacement.

Increase in Facility Amount. Subject to the terms and conditions set forth herein, the The Borrower shall have the rightmay, at any time from after the Restatement Effective Date until the Commitment Termination Date, deliver a written notice to the Agent (who shall forward a written copy to each Lender Group and the Collateral Agent) (x) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (y) requesting an increase of the Facility Amount by to an amount up not to exceed $100,000,000 2,000,000,000 (for a total maximum the amount so requested being the “Increased Facility Amount”); provided that, if the Facility Amount of equals or exceeds $150,000,000). The following terms and conditions shall apply to any such increase: (i) 1,000,000,000, any such increase to the Facility Amount shall be obtained from existing Lenders or from other Persons applied solely to the Revolving Commitments. The Facility Amount shall, with the prior written consent of the Agent (each, an “Eligible Assignee”which consent may be conditioned on one or more conditions precedent in its sole discretion), in each case in accordance with be so increased to the terms set forth below; Increased Facility Amount on the later of (iix) the Commitment fifth (5th) Business Day immediately following the receipt of any such written notice by the Agent, each Lender Group and the Collateral Agent and (y) the date on which Lenders (which may not be include new Lenders) have executed such documentation as the Agent may reasonably require to evidence increased without Commitments or new Commitments which, together with all other Commitments in effect at such date, equal in the aggregate the Increased Facility Amount. Without limiting the foregoing, the Borrower may, with the prior written consent of such Lender; the Agent (iiiwhich consent may be conditioned on one or more conditions precedent in its sole discretion) any increase in the Facility Amount shall be in a minimum principal amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party to this Agreement, a joinder agreement) in form and content satisfactory notice to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to Collateral Agent, (i) increase the Commitment of a the existing Lender without Groups (pro rata) with the consent of each such Lender’s consent or Lender Group, (ii) amend this Agreement or add additional Lender Groups and/or (iii) increase the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding at the time Commitment of any such increase, the Borrower shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance Lender Group with the Asset Quality Test and compliance with the Borrowing Base after giving effect to consent of such proposed increaseLender Group, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any each case, which shall increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the increased or new Commitment of each such existing or additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable Lender Group. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. The Agent shall provide to join this Agreement as the Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms prompt written notice of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should the terms effectuated under this Section 2.7 and an updated copy of the increase agreed to be other than those in effect prior to the increase, then the Loan Documents shall, with the consent of the Agent and the Lenders, be amended to the extent necessary to incorporate any such different termsSchedule 5.

Increase in Facility Amount. Subject The Borrower may, on any Business Day prior to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 delivering a request substantially in the form attached hereto as Exhibit F (for each, a total maximum “Facility Amount Increase Request”) or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of $150,000,000such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s). The following terms ), and conditions shall apply to any such increase: the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (eachFacility Amount to an amount in excess of $600,000,000 will require the approval of all Lenders, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in of the aggregate amount of the Facility Amount shall be in a minimum principal an amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, less than $10,000,000; , (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties contained in Article IV hereof (as the same may be amended from time to time) shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and Lenders the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall execute make Advances in an acknowledgement (or in the case amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of the addition of Advances. It shall be a bank or other financial institution not then a party condition to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to effectiveness that (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding bearing interest at the time Adjusted Eurodollar Rate on the date of any such increaseeffectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall make such payments and adjustments on the Advances (including payment of pay any break funding amount amounts owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party Lenders pursuant to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount2.10 hereof, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should if a Facility Amount Increase is made among the terms existing Lenders and the amount of the increase agreed in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be other than those in effect prior prepaid on such date and (ii) the Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Facility Amount Increase. Notwithstanding anything herein to the increasecontrary, then the Loan Documents shallno Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, with the consent of the Agent and the Lenderseach Lender may at its option, be amended unconditionally and without cause, decline to the extent necessary to incorporate any such different termsincrease its Commitment.

Increase in Facility Amount. Subject The Borrower may, on any Business Day prior to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 delivering a request substantially in the form attached hereto as Exhibit F (for each, a total maximum “Facility Amount Increase Request”) to the Administrative Agent (with a copy to the Collateral Agent) or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of $150,000,000). The following terms and conditions shall apply such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to any such increase: ), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any such increase the Facility Amount shall be obtained from existing Lenders or from other Persons with not exceed $300,000,000 without the consent of the Agent (eachall Lenders, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in of the aggregate amount of the Facility Amount shall be in a minimum principal an amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, less than $10,000,000; , (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties contained in Article IV hereof (as the same may be amended from time to time) shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and Lenders the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall execute make Advances in an acknowledgement (or in the case amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of the addition of Advances. It shall be a bank or other financial institution not then a party condition to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to effectiveness that (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding bearing interest at the time Adjusted Eurodollar Rate on the date of any such increaseeffectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall make such payments and adjustments on the Advances (including payment of pay any break funding amount amounts owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party Lenders pursuant to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount2.10 hereof, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should if a Facility Amount Increase is made among the terms existing Lenders and the amount of the increase agreed in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be other than those in effect prior to prepaid on such date and (ii) the increase, then the Loan Documents shall, with the consent Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.6 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent and the Lenders, be amended affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the extent necessary contrary, no Lender shall have any obligation to incorporate any such different termsincrease its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms (including pricing) as an Advance under the existing Facility Amount.

Increase in Facility Amount. Subject The Borrower may, on any Business Day prior to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 delivering a request substantially in the form attached hereto as Exhibit F (for each, a total maximum “Facility Amount Increase Request”) or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of $150,000,000such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s). The following terms ), and conditions shall apply to any such increase: the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (eachFacility Amount to an amount in excess of $520,000,000 will require the approval of all Lenders, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in of the aggregate amount of the Facility Amount shall be in a minimum principal an amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, less than $10,000,000; , (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties contained in Article IV hereof (as the same may be amended from time to time) shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and Lenders the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall execute make Advances in an acknowledgement (or in the case amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of the addition of Advances. It shall be a bank or other financial institution not then a party condition to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to effectiveness that (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding bearing interest at the time Adjusted Eurocurrency Rate on the date of any such increaseeffectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall make such payments and adjustments on the Advances (including payment of pay any break funding amount amounts owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party Lenders pursuant to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount2.10 hereof, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should if a Facility Amount Increase is made among the terms existing Lenders and the amount of the increase agreed in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurocurrency Rate shall not be deemed to be other than those in effect prior prepaid on such date and (ii) the Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Facility Amount Increase. Notwithstanding anything herein to the increasecontrary, then no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. For the Loan Documents shallavoidance of doubt, with the consent of the Agent and the Lenders, each Advance made under a Facility Amount Increase shall be amended subject to the extent necessary to incorporate any such different termssame terms (including pricing) as Advances under the existing Facility Amount.

Increase in Facility Amount. Subject The Borrower may, on any Business Day prior to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 delivering a request substantially in the form attached hereto as Exhibit F (for each, a total maximum “Facility Amount Increase Request”) or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of $150,000,000such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s). The following terms ), and conditions shall apply to any such increase: the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (eachFacility Amount to an amount in excess of $600,000,000 will require the approval of all Lenders, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in of the aggregate amount of the Facility Amount shall be in a minimum principal an amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, less than $10,000,000; , (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties contained in Article IV hereof (as the same may be amended from time to time) shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and Lenders the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall execute make Advances in an acknowledgement (or in the case amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of the addition of Advances. It shall be a bank or other financial institution not then a party condition to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to effectiveness that (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding bearing interest at the time Adjusted LIBOR Rate on the date of any such increaseeffectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall make such payments and adjustments on the Advances (including payment of pay any break funding amount amounts owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party Lenders pursuant to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount2.10 hereof, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should if a Facility Amount Increase is made among the terms existing Lenders and the amount of the increase agreed in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted LIBOR Rate shall not be deemed to be other than those in effect prior prepaid on such date and (ii) the Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Facility Amount Increase. Notwithstanding anything herein to the increasecontrary, then no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. For the Loan Documents shallavoidance of doubt, with the consent of the Agent and the Lenders, each Advance made under a Facility Amount Increase shall be amended subject to the extent necessary to incorporate any such different termssame terms (including pricing) as Advances under the existing Facility Amount.

Increase in Facility Amount. Subject The Borrower may, on any Business Day prior to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 delivering a request substantially in the form attached hereto as Exhibit F (for each, a total maximum “Facility Amount Increase Request”) or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of $150,000,000). The following terms and conditions shall apply such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to any such increase: ), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any such increase the Facility Amount shall be obtained from existing Lenders or from other Persons with not exceed $100,000,000 without the consent of the Agent (eachall Lenders, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in of the aggregate amount of the Facility Amount shall be in a minimum principal an amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, less than $10,000,000; , (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties contained in Article IV hereof (as the same may be amended from time to time) shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and Lenders the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall execute make Advances in an acknowledgement (or in the case amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of the addition of Advances. It shall be a bank or other financial institution not then a party condition to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to effectiveness that (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding bearing interest at the time Adjusted Eurodollar Rate on the date of any such increaseeffectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall make such payments and adjustments on the Advances (including payment of pay any break funding amount amounts owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party Lenders pursuant to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount2.10 hereof, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should if a Facility Amount Increase is made among the terms existing Lenders and the amount of the increase agreed in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be other than those in effect prior to prepaid on such date and (ii) the increase, then the Loan Documents shall, with the consent Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent and the Lenders, be amended affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the extent necessary contrary, no Lender shall have any obligation to incorporate any such different termsincrease its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms (including pricing) as an Advance under the existing Facility Amount.

Increase in Facility Amount. Subject The Borrower may, on any Business Day prior to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 delivering a request substantially in the form attached hereto as Exhibit F (for each, a total maximum “Facility Amount Increase Request”) or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of $150,000,000such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s). The following terms ), and conditions shall apply to any such increase: the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (eachFacility Amount to an amount in excess of $600,000,000 will require the approval of all Lenders, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in of the aggregate amount of the Facility Amount shall be in a minimum principal an amount not less than $25,000,000, (iii) no Default or Event of (x) if such increase Default shall have occurred and be obtained from existing Lenderscontinuing at the time of the request or the effective date of the Facility Amount Increase, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) all representations and warranties contained in Article IV hereof (as the same may be amended from time to time) shall be true and correct in all material respects at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and Lenders the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall execute make Advances in an acknowledgement (or in the case amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of the addition of Advances. It shall be a bank or other financial institution not then a party condition to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to effectiveness that (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding bearing interest at the time Adjusted Eurodollar Rate on the date of any such increaseeffectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall make such payments and adjustments on the Advances (including payment of pay any break funding amount amounts owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party Lenders pursuant to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount2.10 hereof, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should if a Facility Amount Increase is made among the terms existing Lenders and the amount of the increase agreed in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be other than those in effect prior prepaid on such date and (ii) the Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Facility Amount Increase. Notwithstanding anything herein to the increasecontrary, then the Loan Documents shallno Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, with the consent of the Agent and the Lenderseach Lender may at its option, be amended unconditionally and without cause, decline to the extent necessary to incorporate any such different termsincrease its Commitment.

Increase in Facility Amount. Subject to the terms and conditions set forth herein, the The Borrower shall have the rightmay, at any time from after the Restatement Effective Date until the Commitment Termination Date, deliver a written notice to the Agent (who shall forward a copy to each Lender Group and the Collateral Agent) (x) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (y) requesting an increase of the Facility Amount by to an amount up not to exceed $100,000,000 750,000,000 (for a total maximum the amount so requested being the “Increased Facility Amount of $150,000,000Amount”). The following terms and conditions shall apply to any such increase: (i) any such increase shall be obtained from existing Lenders or from other Persons Facility Amount shall, with the prior written consent of the Agent (each, an “Eligible Assignee”which consent may be conditioned on one or more conditions precedent in its sole discretion), in each case in accordance with be so increased to the terms set forth below; Increased Facility Amount on the later of (iix) the Commitment fifth (5th) Business Day immediately following the receipt of any such written notice by the Agent, each Lender Group and the Collateral Agent and (y) the date on which Lenders (which may not be include new Lenders) have executed such documentation as the Agent may reasonably require to evidence increased without Commitments or new Commitments which, together with all other Commitments in effect at such date, equal in the aggregate the Increased Facility Amount. Without limiting the foregoing, the Borrower may, with the prior written consent of such Lender; the Agent (iiiwhich consent may be conditioned on one or more conditions precedent in its sole discretion) any increase in the Facility Amount shall be in a minimum principal amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party to this Agreement, a joinder agreement) in form and content satisfactory notice to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to Collateral Agent, (i) increase the Commitment of a the existing Lender without Groups (pro rata) with the consent of each such Lender’s consent or Lender Group, (ii) amend this Agreement or add additional Lender Groups and/or (iii) increase the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding at the time Commitment of any such increase, the Borrower shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance Lender Group with the Asset Quality Test and compliance with the Borrowing Base after giving effect to consent of such proposed increaseLender Group, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any each case, which shall increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the increased or new Commitment of each such existing or additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable Lender Group. Notwithstanding anything herein to the Agent contrary, no Lender shall have any obligation to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent increase its Commitment and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount no Lender’s Commitment shall be the same as those in effect prior increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to any increase; provided, however, that should the terms of the increase agreed to be other than those in effect prior to the increase, then the Loan Documents shall, with the consent of the Agent and the Lenders, be amended to the extent necessary to incorporate any such different termsits Commitment.

Increase in Facility Amount. Subject The Borrower may, on any Business Day prior to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 delivering a request substantially in the form attached hereto as Exhibit F (for each, a total maximum “Facility Amount Increase Request”) to the Administrative Agent (with a copy to the Collateral Agent) or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of $150,000,000). The following terms and conditions shall apply such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to any such increase: ), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any such increase the Facility Amount shall be obtained from existing Lenders or from other Persons with not exceed $50,000,000 without the consent of the Agent (eachall Lenders, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in of the aggregate amount of the Facility Amount shall be in a minimum principal an amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, less than $10,000,000; , (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties contained in Article IV hereof (as the same may be amended from time to time) shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and Lenders the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall execute make Advances in an acknowledgement (or in the case amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of the addition of Advances. It shall be a bank or other financial institution not then a party condition to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to effectiveness that (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding bearing interest at the time Adjusted Eurodollar Rate on the date of any such increaseeffectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall make such payments and adjustments on the Advances (including payment of pay any break funding amount amounts owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party Lenders pursuant to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount2.10 hereof, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should if a Facility Amount Increase is made among the terms existing Lenders and the amount of the increase agreed in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be other than those in effect prior to prepaid on such date and (ii) the increase, then the Loan Documents shall, with the consent Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent and the Lenders, be amended affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the extent necessary contrary, no Lender shall have any obligation to incorporate any such different termsincrease its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms (including pricing) as an Advance under the existing Facility Amount.

Increase in Facility Amount. Subject to the terms and conditions set forth herein, the The Borrower shall have the rightmay, at any time from after the Restatement Effective Date until the Commitment Termination Date, deliver a written notice to the Agent (who shall forward a copy to each Lender Group and the Collateral Agent) (x) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (y) requesting an increase of the Facility Amount by to an amount up not to exceed $100,000,000 750,000,0002,000,000,000 (for a total maximum the amount so requested being the “Increased Facility Amount”); provided that, if the Facility Amount of equals or exceeds $150,000,000). The following terms and conditions shall apply to any such increase: (i) 1,000,000,000, any such increase to the Facility Amount shall be obtained from existing Lenders or from other Persons applied solely to the Revolving Commitments. The Facility Amount shall, with the prior written consent of the Agent (each, an “Eligible Assignee”which consent may be conditioned on one or more conditions precedent in its sole discretion), in each case in accordance with be so increased to the terms set forth below; Increased Facility Amount on the later of (iix) the Commitment fifth (5th) Business Day immediately following the receipt of any such written notice by the Agent, each Lender Group and the Collateral Agent and (y) the date on which Lenders (which may not be include new Lenders) have executed such documentation as the Agent may reasonably require to evidence increased without Commitments or new Commitments which, together with all other Commitments in effect at such date, equal in the aggregate the Increased Facility Amount. Without limiting the foregoing, the Borrower may, with the prior written consent of such Lender; the Agent (iiiwhich consent may be conditioned on one or more conditions precedent in its sole discretion) any increase in the Facility Amount shall be in a minimum principal amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party to this Agreement, a joinder agreement) in form and content satisfactory notice to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to Collateral Agent, (i) increase the Commitment of a the existing Lender without Groups (pro rata) with the consent of each such Lender’s consent or Lender Group, (ii) amend this Agreement or add additional Lender Groups and/or (iii) increase the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding at the time Commitment of any such increase, the Borrower shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance Lender Group with the Asset Quality Test and compliance with the Borrowing Base after giving effect to consent of such proposed increaseLender Group, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any each case, which shall increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the increased or new Commitment of each such existing or additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable Lender Group. Notwithstanding anything herein to the Agent contrary, no Lender shall have any obligation to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent increase its Commitment and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount no Lender’s Commitment shall be the same as those in effect prior increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to any increase; provided, however, that should the terms of the increase agreed to be other than those in effect prior to the increase, then the Loan Documents shall, with the consent of the Agent and the Lenders, be amended to the extent necessary to incorporate any such different termsits Commitment.

Increase in Facility Amount. Subject to the terms So long as no Default or Event of Default shall have occurred and conditions set forth hereinbe continuing, the Borrower shall have the right, at any right from time from the Restatement Effective Date until the Commitment Termination Date, to time upon not less than thirty (30) days' prior written notice to Administrative Agent to increase the Facility Amount; provided, that in no event shall the Facility Amount by be increased to an amount up to greater than $100,000,000 400,000,000; provided, further, that: 14. 15. (for a total maximum Facility Amount of $150,000,000). The following terms and conditions shall apply to any such increase: (i) any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (each, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iiia) any increase in the Facility Amount shall be in a minimum principal amount which is accomplished by increasing the Commitment of (x) if any Lender or Lenders who are at the time of such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party to this AgreementAgreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (i) this Agreement will be amended by Borrower, a joinder agreementAdministrative Agent, Syndication Agent, Documentation Agent and those Lender(s) in form and content satisfactory to the Agent whose Commitment(s) is or are being increased to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (i) increase the Commitment amounts of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings each of the Lenders; (viiii) the outstanding Loans and Commitments will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Commitment Percentages (and Borrower may solicit commitments from Eligible Assignees that are not then shall pay any and all costs required pursuant to Section 3.9 in connection with such reallocation as if such reallocation were a party to this Agreement so long as such Eligible Assignees are reasonably acceptable prepayment); and (iii) Borrower will deliver new Note(s) to the Agent and execute a joinder agreement in form and content satisfactory to Lender or Lenders whose Commitment(s) is or are being increased reflecting the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The revised Commitment amount of such Lender(s) (in exchange for such Lender's or Lenders' old Note(s)); and 16. 17. (b) any increase in the Facility Amount hereunder which is accomplished by addition of a new Lender under the Agreement shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, accomplished as follows: (i) such excess new Lender shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other an Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent Transferee and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior subject to any increase; provided, however, that should the terms of the increase agreed to be other than those in effect prior to the increase, then the Loan Documents shall, with the consent of the Administrative Agent and LC Issuer, which consent shall not be unreasonably withheld; (ii) this Agreement will be amended by Borrower, Administrative Agent, LC Issuer, Syndication Agent, Documentation Agent and by the party becoming an additional Lender hereunder to reflect the addition of such party as a Lender hereunder; (iii) Administrative Agent will deliver an updated schedule to Borrower and each of the Lenders reflecting the revised Commitment amounts and Commitment Percentages of each of the Lenders, ; (iv) the outstanding Loans and Commitment Percentages will be amended reallocated on the effective date of such increase among the Lenders in accordance with their revised Commitment Percentages (and Borrower shall pay any and all costs required pursuant to the extent necessary Section 3.9 in connection with such reallocation as if such reallocation were a prepayment); and (v) Borrower will deliver a new Note to incorporate any such different termsparty. 18. Remainder of Page Intentionally Left Blank.

Increase in Facility Amount. Subject The Borrower may, withwithin ninety (90) days of the Effective Date (or such longer period as agreed by the Facility Agent and each affected Lender in its sole discretion), deliver a written notice to the terms Facility Agent (who shall forward a copy to each Agent and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to Collateral Agent) (i) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (ii) requesting an increase of the Facility Amount by to an amount up not to exceed $100,000,000 300,000,000 (for a total maximum the amount so requested being the “Increased Facility Amount of $150,000,000Amount”). The following terms and conditions shall apply to any such increase: (i) any such increase shall be obtained from existing Lenders or from other Persons with the consent Upon satisfaction of the Agent (eachforegoing, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without and subject to the prior written consent of such Lender; (iii) any increase in the Facility Amount shall Agent (which consent may be conditioned on one or more conditions precedent in a minimum principal amount of (x) if such increase shall be obtained from existing Lendersits sole discretion), $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (i) increase the Commitment of a the existing Lender without such Lender’s consent or Groups (pro rata) by an additional $250,000,000, (ii) amend this Agreement or add additional Lender Groups and/or (iii) increase the other Loan Documents other than as provided for Commitment of any Lender Group, in this Section 2.13); (v) each case which shall increase the Borrower shall execute such promissory notes as are necessary to reflect Facility Amount by the increase in or creation amount of the Commitments; (vi) if any Advances are outstanding at Commitment of each such existing or additional Lender Group.shall be increased to the time of any such increase, the Borrower shall make such payments and adjustments Increased Facility Amount on the Advances (including payment later of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount, no Default or Early Event of Default shall have occurred; (x) the Borrower second Business Day immediately following the receipt of such written notice by the Facility Agent, the Collateral Agent and each Agent and (y) the date on which the applicable Lenders (which may include new Lenders) have executed such documentation as the Facility Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect as of such date, equal in the aggregate the Increased Facility Amount. Notwithstanding anything herein to the contrary, after the date that is ninety (90) days after the Effective Date, no Lender shall have provided any obligation to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test its Commitment and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder no Lender’s Commitment shall be offered first to the existing Lendersincreased without its consent thereto, and in the event the additional commitments which existing Lenders are willing each Lender may at its option, unconditionally and without cause, decline to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should the terms of the increase agreed to be other than those in effect prior to the increase, then the Loan Documents shall, with the consent of the Agent and the Lenders, be amended to the extent necessary to incorporate any such different termsits Commitment.

Increase in Facility Amount. Subject to the terms and conditions set forth herein, the (a) The Borrower shall have the rightmay, at any time and from the Restatement Effective Date until time to time prior to the Commitment Termination Date, to increase the Facility Amount Amount, either through an increase in the Commitment of a particular Lender or addition of a new Lender, by an amount up to $100,000,000 delivering a request substantially in the form attached hereto as Exhibit F-1 (for each, a total maximum “Facility Amount Increase Request”) or in such other form acceptable to the Administrative Agent at least 30 days (or such lesser number of $150,000,000). The following terms and conditions shall apply days as is acceptable to any the Administrative Agent) before the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to such increase: ), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (each, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment aggregate amount of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in the Facility Amount shall be in a minimum principal an amount not less than $10,000,000, (ii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (xiii) if such increase all representations and warranties contained in Article IV hereof (as the same may be amended from time to time) shall be obtained from existing Lenderstrue and correct in all material respects at the time of such 750499896 22723957 751700376 22723957 request and on the effective date of such Facility Amount Increase, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders Administrative Agent shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party have provided its written consent to this Agreementsuch increase, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) each existing Lender that has agreed to increase its Commitment shall deliver to the Borrower shall execute such promissory notes a Facility Amount Increase Agreement substantially in the form attached hereto as are necessary to reflect the increase in or creation of the Commitments; Exhibit F-2 (each, a “Facility Amount Increase Agreement”), (vi) if any Advances are outstanding at the time of any such increase, the Borrower each new Lender shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) satisfy the conditions set forth in Section 3.2 2.18(b), and (vii) any increase of the Facility Amount to an amount in excess of $450,000,000 will require the approval of the Required Lenders. The effective date of the Facility Amount Increase shall be satisfied agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in all material respects; (ix) an amount sufficient such that after giving effect to any such increase in the Facility Amount, no Default or Early Event of Default its advance each Lender shall have occurred; (x) outstanding its Percentage of Advances. It shall also be a condition to such effectiveness that the Borrower shall not have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion terminated any portion of the Agent. The amount of any increase in the Facility Amount hereunder pursuant to Section 2.06 hereof. The Borrower agrees to pay any reasonable and documented expenses of the Administrative Agent relating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be offered first to the existing Lendersincreased without its consent thereto, and each Lender may in the event the additional commitments which existing Lenders are willing its sole and absolute discretion, unconditionally and without cause, decline to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should the terms of the increase agreed to be other than those in effect prior to the increase, then the Loan Documents shall, with the consent of the Agent and the Lenders, be amended to the extent necessary to incorporate any such different termsits Commitment.

Increase in Facility Amount. Subject to the terms and conditions set forth herein, the (ac) The Borrower shall have the rightmay, at any time and from the Restatement Effective Date until time to time prior to the Commitment Termination Date, to increase the Facility Amount Amount, either through an increase in the Commitment of a particular Lender or addition of a new Lender, by an amount up to $100,000,000 delivering a request substantially in the form attached hereto as Exhibit F-1 (for each, a total maximum “Facility Amount Increase Request”) or in such other form acceptable to the Administrative Agent at least 30 days (or such lesser number of $150,000,000). The following terms and conditions shall apply days as is acceptable to any the Administrative Agent) before the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to such increase: ), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (each, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment aggregate amount of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in the Facility Amount shall be in a minimum principal an amount not less than $10,000,000, (ii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (xiii) if such increase all representations and warranties contained in Article IV hereof (as the same may be amended from time to time) shall be obtained from existing Lenderstrue and correct in all material respects at the time of such request and on the effective date of such Facility Amount Increase, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders Administrative Agent shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party have provided its written consent to this Agreementsuch increase, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) each existing Lender that has agreed to increase its Commitment shall deliver to the Borrower shall execute such promissory notes a Facility Amount Increase Agreement substantially in the form attached hereto as are necessary to reflect the increase in or creation of the Commitments; Exhibit F-2 (each, a “Facility Amount Increase Agreement”), (vi) if any Advances are outstanding at the time of any such increase, the Borrower each new Lender shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) satisfy the conditions set forth in Section 3.2 2.18(b), and (vii) any increase of the Facility Amount to an amount in excess of $450,000,000 will require the approval of the Required Lenders. The effective date of the Facility Amount Increase shall be satisfied agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in all material respects; (ix) an amount sufficient such that after giving effect to any such increase in the Facility Amount, no Default or Early Event of Default its advance each Lender shall have occurred; (x) outstanding its Percentage of Advances. It shall also be a condition to such effectiveness that the Borrower shall not have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion terminated any portion of the Agent. The amount of any increase in the Facility Amount hereunder pursuant to Section 2.06 hereof. The Borrower agrees to pay any reasonable and documented expenses of the Administrative Agent relating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be offered first to the existing Lendersincreased without its consent thereto, and each Lender may in the event the additional commitments which existing Lenders are willing its sole and absolute discretion, unconditionally and without cause, decline to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should the terms of the increase agreed to be other than those in effect prior to the increase, then the Loan Documents shall, with the consent of the Agent and the Lenders, be amended to the extent necessary to incorporate any such different termsits Commitment.

Increase in Facility Amount. Subject to (a) With the terms and conditions set forth hereinprior consent of the Agent, the Borrower Borrowers shall have the right, right at any time and from time to time during the Restatement Effective Date until term of this Agreement to request increases in the Commitment Termination Date, to increase aggregate amount of the Facility Amount by an amount up to $100,000,000 Commitments (for a total maximum Facility Amount of $150,000,000). The following terms and conditions shall apply provided that after giving effect to any such increase: (iincreases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $300,000,000) any such increase by providing written notice to the Agent, which notice shall be obtained from existing Lenders or from other Persons with the consent of the Agent (each, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of irrevocable once given. Each such Lender; (iii) any increase in the Facility Amount Commitments must be in an aggregate minimum amount of $10,000,000. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a minimum principal amount new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (xand as a condition thereto) if such increase shall be obtained purchase from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not the other Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement its Commitment Percentage (or in the case of the addition of a bank or other financial institution not then a party to this Agreementan existing Lender, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation the amount of the Commitments; (vi) if any Advances are outstanding at the time of any such increaseits Commitment Percentage, the Borrower shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) each case as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) determined after giving effect to the increase of Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Loans. No increase in of the Facility Amount, no Commitments may be effected under this Section if (x) a Default or Early Event of Default shall have occurred; be in existence on the effective date of such increase or (xy) any representation or warranty made or deemed made by any Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date) or (z) the Borrower shall Borrowers have provided to not previously incurred ( or are simultaneously with the Agent, at least thirty (30increase incurring) days prior to such proposed Loans in the full amount of the Initial Facility Amount. In connection with any increase in the Facility Amountaggregate amount of the Commitments pursuant to this subsection, written evidence demonstrating pro forma compliance with (a) any Lender becoming a party hereto shall execute such documents and agreements as the Asset Quality Test Agent may reasonably request and compliance with (b) the Borrowing Base after giving effect to such proposed increaseBorrowers shall make appropriate arrangements so that each new Lender, such evidence to be satisfactory and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the sole discretion amount of such Lender's Commitment within 2 Business Days of the Agent. The effectiveness of the applicable increase in the aggregate amount of any Commitments. Any increase in the Facility Amount hereunder pursuant to this Section 2.12 shall be offered first subject to the existing Lenderscondition that the Borrowers shall have paid to the Agent, such fees as shall be due to Agent and/or the Lenders at such time under the Fee Letter. The provisions of this Section 2.12 shall not constitute a "commitment" to lend, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount Commitments of the additional commitments requested by the Borrower Lenders shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should the terms increased until satisfaction of the provisions of this Section 2.12 and actual increase agreed to be other than those in effect prior to the increase, then the Loan Documents shall, with the consent of the Agent and Commitments as provided herein. The date an increase of the Lenders, be amended Commitments becomes effective pursuant to the extent necessary this Section 2.12 is referred to incorporate any such different termsherein as an "Increase Effective Date."

Increase in Facility Amount. Subject The Borrower may, on any Business Day prior to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 delivering a request substantially in the form attached hereto as Exhibit F (for each, a total maximum “Facility Amount Increase Request”) to the Administrative Agent (with a copy to the Collateral Agent) or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of $150,000,000). The following terms and conditions shall apply such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to any such increase: ), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any such increase the Facility Amount shall be obtained from existing Lenders or from other Persons with not exceed $300,000,000650,000,000 without the consent of the Agent (eachall Lenders, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in of the aggregate amount of the Facility Amount shall be in a minimum principal an amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, less than $10,000,000; , (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties contained in Article IV hereof (as the same may be amended from time to time) shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and Lenders the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall execute make Advances in an acknowledgement (or in the case amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of the addition of Advances. It shall be a bank or other financial institution not then a party condition to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to effectiveness that (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding bearing interest at the time Adjusted Eurodollar Rate on the date of any such increaseeffectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall make such payments and adjustments on the Advances (including payment of pay any break funding amount amounts owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party Lenders pursuant to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount2.10 hereof, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should if a Facility Amount Increase is made among the terms existing Lenders and the amount of the increase agreed in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be other than those in effect prior to prepaid on such date and (ii) the increase, then the Loan Documents shall, with the consent Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent and the Lenders, be amended affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the extent necessary contrary, no Lender shall have any obligation to incorporate any such different termsincrease its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms (including pricing) as an Advance under the existing Facility Amount.

Increase in Facility Amount. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement RestatementFirst Amendment Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 100,000,000150,000,000 (for a total maximum Facility Amount of $150,000,000150,000,000300,000,000). The following terms and conditions shall apply to any such increase: (i) any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (each, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in the Facility Amount shall be in a minimum principal amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should the terms of the increase agreed to be other than those in effect prior to the increase, then the Loan Documents shall, with the consent of the Agent and the Lenders, be amended to the extent necessary to incorporate any such different terms. MUFG UNION BANK, N.ALTD., as a Lender By: Name: Title: LOAN AND SECURITY AGREEMENT HITACHIMITSUBISHI HC CAPITAL AMERICA CORPINC., as a Lender By: Name: Title: LOAN AND SECURITY AGREEMENT Schedule C-1 Commitments (as of Restatementthe First Amendment Effective Date) Lender Commitment Keybank National Association $75,000,000100,000,000 MUFG Union Bank, N.ALtd. $30,000,000 HitachMitsubishi HC Capital America CorpInc. $20,000,000 All Lenders $125,000,000150,000,000

Increase in Facility Amount. Subject The Borrower may, on any Business Day prior to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 delivering a request substantially in the form attached hereto as Exhibit D (for each, a total maximum “Facility Amount Increase Request”) or in such other form acceptable to the Administrative Agent at least sixty (60) days prior to the desired effective date of $150,000,000). The following terms and conditions shall apply such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to any such increase: ), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent Facility Amount to an amount in excess of $150,000,000 in the aggregate (eachafter giving effect to any increase hereunder) will require the approval of all Lenders, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in of the aggregate amount of the Facility Amount shall be in a minimum principal an amount not less than $25,000,000, (iii) no Default or Event of (x) if such increase Default shall have occurred and be obtained from existing Lenderscontinuing at the time of the request or the effective date of the Facility Amount Increase, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) all representations and warranties contained in Article IV hereof (as the same may be amended from time to time) shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and Lenders the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall execute make Advances in an acknowledgement (or in the case amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of the addition of Advances. It shall be a bank or other financial institution not then a party condition to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to effectiveness that (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding bearing interest at the time Adjusted Eurodollar Rate on the date of any such increaseeffectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall make such payments and adjustments on the Advances (including payment of pay any break funding amount amounts owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party Lenders pursuant to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount2.10 hereof, no Default or Early Event of Default shall have occurred; (x) the Borrower shall have provided to the Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided, however, that should if a Facility Amount Increase is made among the terms existing Lenders and the amount of the increase agreed in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be other than those in effect prior to prepaid on such date and (ii) the increase, then the Loan Documents shall, with the consent Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent and the Lenders, be amended affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the extent necessary contrary, no Lender shall have any obligation to incorporate any such different termsincrease its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms (including pricing) as an Advance under the existing Facility Amount.