Common use of Additional Lenders; Assignments and Participations; Increases in Availability Clause in Contracts

Additional Lenders; Assignments and Participations; Increases in Availability. (a) Addition of New Lender. (1) Subject to the limitation on the Maximum Aggregate Credit Limit, the Company or any Lender may at any time propose that one or more financial institutions (each, an "Applicant Financial Institution") become an additional Lender hereunder. At such time, the Company or such Lender, as applicable, shall notify the other parties hereto, including the Administrative Agent, of the identity of such Applicant Financial Institution and such Applicant Financial Institution's proposed Maximum Commitment. The addition of any Applicant Financial Institution shall be subject to: (i) If such Applicant Financial Institution is proposed for inclusion as a Lender hereunder by an existing Lender, the prior written consent of the Company and the Administrative Agent, and if such Applicant Financial Institution is proposed for inclusion as a Lender hereunder by the Company, the prior written consent of the Administrative Agent, none of which consents shall be unreasonably withheld and which, if given, shall be given in writing to the other parties hereto no later than the tenth day following receipt by the Company of a written request for the inclusion of such Applicant Financial Institution as a Lender hereunder; and (ii) Delivery of each of the items and the occurrence of each of the events described in subparagraph (2) below. (2) Assuming delivery of the consent of the Company and/or the Administrative Agent as required pursuant to subparagraph (1)(i) above, the Administrative Agent, the Company and, if such Applicant Financial Institution will be acquiring a portion of an existing Lender's Maximum Commitment by way of assignment from such existing Lender, such existing Lender, shall mutually agree on the Adjustment Date on which such Applicant Financial Institution shall become a party hereto and a Lender hereunder. On such Adjustment Date: (i) The Administrative Agent shall deliver to the Company and each of the Lenders a replacement Commitment Schedule to be

Additional Lenders; Assignments and Participations; Increases in Availability. (a) Addition of New Lender. (1) Subject to the limitation on the Maximum Aggregate Credit LimitLimit set forth in the definition of such term, the Company or any Lender may at any time propose that one or more financial institutions (each, an "Applicant Financial Institution") become an additional Lender hereunder. At such time, the Company or such Lender, as applicable, shall notify the other parties hereto, including the Administrative Credit Agent, of the identity of such Applicant Financial Institution and such Applicant Financial Institution's proposed Aggregate Maximum Commitment and, as applicable, Maximum Multi-Year Facility Commitment, Maximum Short Term Facility Commitment, Multi-Year Facility Percentage Share, Short Term Facility Percentage Share, Multi-Year Swing Line Commitment, Short Term Swing Line Commitment, Multi-Year Swing Line Percentage Share, Short Term Swing Line Percentage Share and/or GNMA Pool Advance Commitment. The addition of any Applicant Financial Institution shall be subject to: : (i) If such Applicant Financial Institution is proposed for inclusion as a Lender hereunder by an existing a Lender, the prior written consent of the Company and the Administrative Credit Agent, and if such Applicant Financial Institution is proposed for inclusion as a Lender hereunder by the Company, the prior written consent of the Administrative Credit Agent, none of which consents shall be unreasonably withheld and which, if given, shall be given in writing to the other parties hereto no later than the tenth day following receipt by the Company of a written request for the inclusion of such Applicant Financial Institution as a Lender hereunder; and (ii) If such Applicant Financial Institution will become the GNMA Pool Advance Lender under this Agreement, such Applicant Financial Institution shall execute a replacement GNMA Pool Advance Agreement and cooperate with the current GNMA Pool Advance Lender to effect such intent; and (iii) Delivery of each of the items and the occurrence of each of the events described in subparagraph (2) below. (2) Assuming delivery of the consent of the Company and/or the Administrative Credit Agent as required pursuant to subparagraph (1)(i) above, the Administrative Credit Agent, the Company and, if such Applicant Financial Institution will be acquiring a portion of an existing Lender's Aggregate Maximum Commitment by way of assignment from such existing Lender, such existing Lender, shall mutually agree on the Adjustment Date on which such Applicant Financial Institution shall become a party hereto and a Lender hereunder. On such Adjustment Date: (i) The Administrative Agent Company shall deliver to the Company Credit Agent and each of the Lenders a replacement Commitment Schedule to bebe effective as of such Adjustment Date, reflecting the inclusion of such Applicant Financial Institution as a party hereto and a Lender hereunder. (ii) No later than 12:30 p.m. (Los Angeles time) on such Adjustment Date, such Applicant Financial Institution shall pay to the Credit Agent, as applicable, an amount equal to such Applicant Financial Institution's Multi-Year Facility Percentage Share of Multi-Year Loans outstanding and/or Short Term Facility Percentage Share of Short Term Loans outstanding. If such Applicant Financial Institution is becoming a Lender hereunder as a result of an increase in the Aggregate Credit Limit, the Credit Agent shall thereupon remit to the Lenders, as applicable, their shares of such funds. If such Applicant Financial Institution is acquiring a portion of an existing Lender's outstanding Primary Loans, the Credit Agent shall thereupon remit such funds to the assigning Lender. Following such Adjustment Date, fees and interest accrued on the Obligations to but not including such Adjustment Date shall be payable to the Lenders in accordance with their respective Multi-Year Percentage Shares and Short Term Percentage Shares prior to such Adjustment Date before giving effect to the readjustment thereof pursuant to the Commitment Schedule provided by the Company on such Adjustment Date.

Additional Lenders; Assignments and Participations; Increases in Availability. (a) Addition of New Lender. (1) Subject to the limitation on the Maximum Aggregate Credit Limit, the Company or any Lender may at any time propose that one or more financial institutions (each, an "Applicant Financial Institution") become an additional Lender hereunder. At such time, the Company or such Lender, as applicable, shall notify the other parties hereto, including the Administrative Agent, of the identity of such Applicant Financial Institution and such Applicant Financial Institution's proposed Maximum Commitment. The addition of any Applicant Financial Institution shall be subject to: (i) If such Applicant Financial Institution is proposed for inclusion as a Lender hereunder by an existing Lender, the prior written consent of the Company and the Administrative Agent, and if such Applicant Financial Institution is proposed for inclusion as a Lender hereunder by the Company, the prior written consent of the Administrative Agent, none of which consents shall be unreasonably withheld and which, if given, shall be given in writing to the other parties hereto no later than the tenth day following receipt by the Company and/or the Administrative Agent of a written request for the inclusion of such Applicant Financial Institution as a Lender hereunder; and (ii) Delivery of each of the items and the occurrence of each of the events described in subparagraph (2) below. (2) Assuming delivery of the consent of the Company and/or the Administrative Agent as required pursuant to subparagraph (1)(i) above, the Administrative Agent, the Company and, if such Applicant Financial Institution will be acquiring a portion of an existing Lender's Maximum Commitment by way of assignment from such existing Lender, such existing Lender, shall mutually agree on the Adjustment Date on which such Applicant Financial Institution shall become a party hereto and a Lender hereunder. On such Adjustment Date: (i) The Administrative Agent shall deliver to the Company and each of the Lenders a replacement Commitment Schedule to bebe effective as of such Adjustment Date, reflecting the Aggregate Credit Limit and the Lenders' respective Maximum Commitments and Percentage Shares. (ii) No later than 11:30 a.m. (Los Angeles time) on such Adjustment Date, such Applicant Financial Institution shall pay to the Administrative Agent an amount equal to such Applicant Financial Institution's Percentage Share of Loans outstanding. The Administrative Agent shall thereupon remit to the Lenders their Percentage Shares of such funds. Following such Adjustment Date, fees and interest accrued on the Obligations to but not including such Adjustment Date shall be payable to the Lenders in accordance with their respective Percentage Shares prior to such Adjustment Date before giving effect to the readjustment thereof pursuant to the Commitment Schedule provided by the Administrative Agent on such Adjustment Date. (iii) If such Applicant Financial Institution is acquiring a portion of an existing Lender's Maximum Commitment and Percentage Share by way of assignment from such existing Lender, the Administrative Agent, the Company, the assigning Lender and the Applicant Financial Institution shall execute and deliver an Assignment Agreement, or if such Applicant Financial Institution is becoming a Lender hereunder as a result of an increase in the Aggregate Credit Limit, the Administrative Agent, the Company and the Applicant Financial Institution shall execute and deliver an Additional Lender Agreement, either of which Assignment Agreement or Additional Lender Agreement shall constitute an amendment to this Agreement and the other Loan Documents to the extent necessary to reflect the inclusion of the Applicant Financial Institution as a Lender hereunder. (iv) The Company shall execute and deliver to such Applicant Financial Institution a Tranche A Note and a Tranche B Note. (v) The Applicant Financial Institution shall pay to the Administrative Agent a registration fee of $3,500.00. Subject to the requirements described above, on the Adjustment Date the Applicant Financial Institution shall become a party hereto and a Lender hereunder and shall be entitled to all rights, benefits and privileges accorded a Lender under the Loan Documents and shall be subject to all obligations of a Lender under the Loan Documents.

Additional Lenders; Assignments and Participations; Increases in Availability. (a14(a) Addition of New Lender.. ---------------------- (1) Subject to the limitation on the Maximum Aggregate Credit LimitLimit set forth in the definition of such term, the Company or any Lender may at any time propose that one or more financial institutions Eligible Assignees (each, an "Applicant Financial Institution") become an additional Lender hereunder. At such time, the Company or such Lender, as applicable, shall notify the other parties hereto, including the Lead Administrative Agent, of the identity of such Applicant Financial Institution and such Applicant Financial Institution's proposed Maximum Commitment and, as applicable, Swing Line Commitment. The addition of any Applicant Financial Institution shall be subject to: (i) If such Applicant Financial Institution is proposed for inclusion as a Lender hereunder by an existing a Lender, the prior written consent of the Company and the Lead Administrative Agent, and if such Applicant Financial Institution is proposed for inclusion as a Lender hereunder by the Company, the prior written consent of the Lead Administrative Agent, none of which consents shall be unreasonably withheld and which, if given, shall be given in writing to the other parties hereto no later than the tenth day following receipt by the Company of a written request for the inclusion of such Applicant Financial Institution as a Lender hereunder; and (ii) Delivery of each of the items and the occurrence of each of the events described in subparagraph (2) below. (2) Assuming delivery of the consent of the Company and/or the Lead Administrative Agent as required pursuant to subparagraph (1)(i) above, the Lead Administrative Agent, the Company and, if such Applicant Financial Institution will be acquiring a portion of an existing Lender's Maximum Commitment by way of assignment from such existing Lender, such existing Lender, shall mutually agree on the Adjustment Date on which such Applicant Financial Institution shall become a party hereto and a Lender hereunder. On such Adjustment Date: (i) The Lead Administrative Agent shall deliver to the Company and each of the Lenders a replacement Commitment Schedule to bebe effective as of such Adjustment Date, reflecting the inclusion of such Applicant Financial Institution as a party hereto and a Lender hereunder. (ii) No later than 12:30 p.m. (Los Angeles time) on such Adjustment Date, such Applicant Financial Institution shall pay to the Lead Administrative Agent an amount equal to such Applicant Financial Institution's Primary Percentage Share of Primary Loans outstanding and, as applicable, Swing Line Percentage Share of Swing Loans outstanding. If such Applicant Financial Institution is becoming a Lender hereunder as a result of an increase in the Aggregate Credit Limit, the Lead Administrative Agent shall thereupon remit to the Lenders, as applicable, their shares of such funds. If such Applicant Financial Institution is acquiring a portion of an existing Lender's outstanding Primary Loans, the Lead Administrative Agent shall thereupon remit such funds to the assigning Lender. Following such Adjustment Date, fees and interest accrued on the Obligations to but not including such Adjustment Date shall be payable to the Lenders in accordance with their respective Primary Percentage Shares and Swing Line Percentage Shares prior to such Adjustment Date before giving effect to the readjustment thereof pursuant to the Commitment Schedule provided by the Company on such Adjustment Date. (iii) If such Applicant Financial Institution is acquiring a portion of an existing Lender's Maximum Commitment by way of assignment from such existing Lender, the Lead Administrative Agent, the Company, the assigning Lender and the Applicant Financial Institution shall execute and deliver an Assignment Agreement, or if such Applicant Financial Institution is becoming a Lender hereunder as a result of an increase in the Aggregate Credit Limit, the Lead Administrative Agent, the Company and the Applicant Financial Institution shall execute and deliver an Additional Lender Agreement, either of which Assignment Agreement or Additional Lender Agreement shall constitute an amendment to this Agreement to the extent necessary to reflect the inclusion of the Applicant Financial Institution as a Lender hereunder. (iv) The Applicant Financial Institution shall pay to the Lead Administrative Agent a registration fee of $3,500.00. Subject to the requirements described above, the Applicant Financial Institution shall become a party hereto and a Lender hereunder and shall be entitled to all rights, benefits and privileges accorded a Lender under the Credit Documents and shall be subject to all obligations of a Lender under the Credit Documents.

Additional Lenders; Assignments and Participations; Increases in Availability. (a) Addition of New Lender. (1) Subject to the limitation on the Maximum Aggregate Credit LimitLimit set forth in the definition of such term, the Company or any Lender may at any time propose that one or more financial institutions (each, an "Applicant Financial Institution") become an additional Lender hereunder. At such time, the Company or such Lender, as applicable, shall notify the other parties hereto, including the Lead Administrative Agent, of the identity of such Applicant Financial Institution and such Applicant Financial Institution's proposed Maximum Commitment and, as applicable, Swing Line Commitment. The addition of any Applicant Financial Institution shall be subject to: : (i) If such Applicant Financial Institution is proposed for inclusion as a Lender hereunder by an existing a Lender, the prior written consent of the Company and the Lead Administrative Agent, and if such Applicant Financial Institution is proposed for inclusion as a Lender hereunder by the Company, the prior written consent of the Lead Administrative Agent, none of which consents shall be unreasonably withheld and which, if given, shall be given in writing to the other parties hereto no later than the tenth day following receipt by the Company of a written request for the inclusion of such Applicant Financial Institution as a Lender hereunder; and and (ii) Delivery of each of the items and the occurrence of each of the events described in subparagraph (2) below. (2) Assuming delivery of the consent of the Company and/or the Lead Administrative Agent as required pursuant to subparagraph (1)(i) above, the Lead Administrative Agent, the Company and, if such Applicant Financial Institution will be acquiring a portion of an existing Lender's Maximum Commitment by way of assignment from such existing Lender, such existing Lender, shall mutually agree on the Adjustment Date on which such Applicant Financial Institution shall become a party hereto and a Lender hereunder. On such Adjustment Date: (i) The Lead Administrative Agent shall deliver to the Company and each of the Lenders a replacement Commitment Schedule to bebe effective as of such Adjustment Date, reflecting the inclusion of such Applicant Financial Institution as a party hereto and a Lender hereunder. (ii) No later than 12:30 p.m. (Los Angeles time) on such Adjustment Date, such Applicant Financial Institution shall pay to the Lead Administrative Agent an amount equal to such Applicant Financial Institution's Primary Percentage Share of Primary Loans outstanding and, as applicable, Swing Line Percentage Share of Swing Loans outstanding. If such Applicant Financial Institution is becoming a Lender hereunder as a result of an increase in the Aggregate Credit Limit, the Lead Administrative Agent shall thereupon remit to the Lenders, as applicable, their shares of such funds. If such Applicant Financial Institution is acquiring a portion of an existing Lender's outstanding Primary Loans, the Lead Administrative Agent shall thereupon remit such funds to the assigning Lender. Following such Adjustment Date, fees and interest accrued on the Obligations to but not including such Adjustment Date shall be payable to the Lenders in accordance with their respective Primary Percentage Shares and Swing Line Percentage Shares prior to such Adjustment Date before giving effect to the readjustment thereof pursuant to the Commitment Schedule provided by the Company on such Adjustment Date.