Common use of Increase in Facility Amount Clause in Contracts

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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. The Borrower may(a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, on any Business Day from time to time prior to the Commitment Termination date that is two (2) years after the Closing Date, increase the Borrower may request one or more increases to the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (eacheach such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase Request”will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or in such other form shorter period acceptable to the Administrative Agent at least five Agent); (5B) Business Days prior the Borrower shall have delivered to the desired effective date of Administrative Agent evidence that the Borrower is authorized to agree to such increase Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the “Facility Amount Increase”) identifying an additional Administrative Agent and each applicable Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which shall have consented to such increase), and the amount of its Commitment Facility Increase in writing in their respective sole discretion; (or additional amount of its Commitment(s)); provided, however, that (iD) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase each of the aggregate amount of the Facility Amount shall be in an amount not 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 of the Borrower contained in Article IV hereof (as the same may be amended from time to time) Facility Documents 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 as 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 (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 (E) on or prior to the date of such Facility Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be prepaid on such date and (ii) the Borrower shall not have terminated any portion of paid to the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and the affected Lender(s(B) relating to any Facility Amount Increase. Notwithstanding anything herein all other fees due and owing pursuant to the contrary, no Lender shall have terms hereof or 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 avoidance of doubt, each Advance made under a other Facility Amount Increase shall be subject to the same terms (including pricing) as an Advance under the existing Facility AmountDocument.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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 increase of the Facility Amount shall not exceed to an amount in excess of $300,000,000 without 900,000,000 will require the consent approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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, 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Term Benchmark Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 Term Benchmark Rate shall not be deemed to be 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 Advances under the existing Facility Amount.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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) the Facility Amount shall not exceed $300,000,000 200,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 IncreaseIncrease (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 the Administrative Agent. Upon the effectiveness thereof, the new New Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Term SOFR Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 Term SOFR Rate shall not be deemed to be 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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. The Subject to the terms and conditions set forth herein, the Borrower mayshall have the right, on at any Business Day prior to time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by delivering an amount up to $100,000,000 (for a request substantially in 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 form attached hereto as Exhibit F consent of the Agent (each, a 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 Increase Request”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 Administrative Agent to reflect the revised Commitments and Facility Amount (with 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 copy 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 Collateral Agentrevised commitment percentages and outstandings of the Lenders; (vii) or in the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such other form Eligible Assignees are reasonably acceptable to the Administrative 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 five thirty (530) Business Days days prior to such proposed increase in the desired effective date 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 increase (the “Facility Amount Increase”) identifying an existing Lenders willing to take additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to such increase), and commitments. If the amount of its Commitment (or the additional amount 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 its Commitment(s))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 (i) should the Facility Amount shall not exceed $300,000,000 without 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 all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein Lenders, be amended to the contrary, no Lender shall have extent necessary to incorporate 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 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 Amountsuch different terms.

Increase in Facility Amount. The Borrower may(a) So long as no Default or Event of Default has occurred and is continuing, on any Business Day from time to time prior to the Commitment Termination Date, increase Date the Borrower (or the Collateral Manager on behalf of the Borrower) may request one or more increases to the Facility Amount by delivering a request substantially in up to the form attached hereto as Exhibit F Target Facility Amount (eacheach such increase, a “Facility Amount Increase RequestIncrease”) subject to satisfaction of each of the following conditions: (i) the Borrower has delivered to the Administrative Agent (with a copy to the Collateral AgentAgent and the Collateral Administrator) or in a written request for such other form acceptable Facility Increase (which may be by email); (ii) the Borrower has delivered to the Administrative Agent at least five (5) Business Days prior evidence that the Borrower is authorized to 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 agree to such increase), Facility Increase and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase requested opinions in respect of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, Borrower; (iii) no Default or Event of Default shall have occurred the Equityholder, the Administrative Agent and be continuing at the time of the request or the effective date of the each applicable Lender consents to such Facility Amount Increase, Increase in their respective sole discretion; and (iv) all each of the representations and warranties of the Borrower contained in Article IV hereof (as the same may be amended from time to time) Facility Documents shall be true and correct in all material respects as of such date (except for to the extent such representations and warranties already qualified by materiality or Material Adverse Effectexpressly relate to any earlier date, in which case such representations and warranties shall be true and correct) at the time correct in all material respects as of such request and earlier date as if made on the effective date of such Facility Amount Increase, and date). (vb) unless such increase is increasing the Commitment of, and with the consent of, an existing LenderOn any Business Day, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date and any Lender may, in their respective sole discretion and at the request of the Facility Amount Increase shall be agreed upon by Borrower, increase the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date Commitment of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and Lender in the amount necessary to cure any breach of the increase Borrowing Base (Aggregate) resulting from a change 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 AmountApplicable Conversion Rate.

Increase in Facility Amount. The Borrower may(a) With the prior consent of the Agent, on the Borrowers shall have the right at any Business Day prior time and from time to time during the term of this Agreement to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $300,000,000) by providing written notice to the Commitment Termination DateAgent, which notice shall be irrevocable once given. Each such increase the Facility Amount by delivering a request substantially in the form attached hereto 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 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) (and as Exhibit F a condition thereto) purchase from the other Lenders its Commitment Percentage (eachor in the case of an existing Lender, a “Facility Amount Increase Request”) the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the Administrative Agent (with a copy increase of Commitments) of any outstanding Loans, by making available to the Collateral Agent) or in Agent for the account of such other form acceptable Lenders at the Principal Office, in same day funds, an amount equal to the Administrative Agent at least five sum of (5A) Business Days prior 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 desired Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) 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 “Facility Amount Increase”Borrowers have not previously incurred ( or are simultaneously with the increase incurring) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to such increase), and Loans in the full amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Initial Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) Amount. In connection with any increase of in the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000Commitments pursuant to this subsection, (iiia) no Default any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrowers shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or Event replacement Note, as appropriate, in the amount of Default shall have occurred and be continuing at the time such Lender's Commitment within 2 Business Days of the request or effectiveness of the effective date applicable increase in the aggregate amount of Commitments. Any increase in 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to this Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 2.12 shall be subject to the same terms (including pricing) condition 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 the Commitments of the Lenders shall not be increased until satisfaction of the provisions of this Section 2.12 and actual increase of the Commitments as provided herein. The date an increase of the Commitments becomes effective pursuant to this Section 2.12 is referred to herein as an Advance under the existing Facility Amount"Increase Effective Date."

Increase in Facility Amount. (a) The Borrower may, on at any time after the Effective Date but before the date that is one (1) Business Day prior to the Commitment Termination three month anniversary of the Effective Date, increase deliver a written notice (the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “Facility Amount Increase RequestNotice”) to the Administrative Facility Agent, each Agent and the Collateral Agent (with a copy to the Collateral Agentx) or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to 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, certifying that (i) the Facility Amount shall not exceed $300,000,000 without the consent no Event of all Lenders, Default or Unmatured Event of Default has occurred and is continuing and (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 of the Borrower and the Servicer contained in Article IV hereof (as the same may be amended from time to time) shall be Loan Agreement and the other Transaction Documents are true and correct in all material respects (except for representations on and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time as of such request and on the effective date of such Facility Amount Increase, day and (vy) unless requesting an increase of the Commitment of DBNY, as Lender (the amount so requested being the “Increased Facility Amount”); provided that such increase is increasing shall cause the Commitment ofof DBNY to not exceed an aggregate amount of $200,000,000; provided, and with the consent offurther, 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of delivery of the Increase Notice, the Borrower shall deliver written notice to each Agent and the Collateral Agent, in form and substance reasonably satisfactory to the Facility Agent, documenting the reallocation of Commitments in connection with such effectivenessincrease in the Facility Amount. Upon the payment in full of all Fees due under any Fee Letter and the purchase and sale of Advances, such Advances shall be deemed to be prepaid if any, occurring on such date in connection with the Increased Facility Amount, the Facility Amount shall be so increased by the Increased Facility Amount on the Business Day immediately following the receipt of the Increase Notice by the Facility Agent, each Agent and the Collateral Agent. (b) The Borrower may, with the prior written consent of the Facility Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion) and the prior written consent of the applicable Lender Group(s), (i) increase the aggregate Commitment of the existing Lender Groups (pro rata), (ii) add additional Lender Groups and/or (iii) increase the Commitment of any Lender Group, in each case which shall pay any amounts owing to increase the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and by the amount of the increase in Commitment of 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 or additional Lender Group up to an aggregate Facility Amount Increaseof $200,000,000. Each additional Lender Group shall become a party hereto by executing and delivering to the Facility Agent, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be prepaid on such date Collateral Agent, the Servicer and (ii) the 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 affected Lender(s) 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 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 AmountJoinder Agreement.

Increase in Facility Amount. (a) The Borrower may, on Borrowers shall have the right at any Business Day time and from time to time (a) prior to February 12, 2014, but only so long as the Commitment existing Term Loan Commitments have been fully utilized, and (b) during the period beginning on February 12, 2014 to but excluding the Termination Date, increase the Facility Amount by delivering a Date to request substantially increases in the form attached hereto as Exhibit F amount of the Term Facility by requesting additional Term Loans (each, a “Facility Amount Increase RequestAdditional Term Loans”) (provided that after giving effect to any Additional Term Loans pursuant to this Section, the aggregate amount of the Revolving Loan Commitments and outstanding Term Loans of the Lenders may not exceed $1,000,000,000.00 less any reductions in the amount of the Revolving Loan Commitments under Section 2.11 and prepayments of the Term Loans) by providing written notice to the Administrative Agent Agent, which notice shall be irrevocable once given. Each such increase in the Term Facility must be in a minimum amount of $25,000,000.00. (with a copy b) The Borrowers shall have the right at any time and from time to time during the term of this Agreement to request increases in the amount of the Revolving Facility (provided that after giving effect to any increases in the Revolving Facility pursuant to this Section, the aggregate amount of the Revolving Loan Commitments, unused and outstanding Term Loan Commitments and outstanding Term Loans of the Lenders may not exceed $1,000,000,000.00 less any reductions in the amount of the Revolving Loan Commitments under Section 2.11 and prepayments of the Term Loans) by providing written notice to the Collateral Agent, which notice shall be irrevocable once given. Each such increase in the Revolving Facility must be in an aggregate minimum amount of $25,000,000.00. (c) Notwithstanding the provisions of Section 11.5, no Lender shall be required to increase its Revolving Loan Commitment or make an Additional Term Loan, including by way of increasing the principal amount of its existing Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender agrees to increase its Revolving Loan Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or increases its Revolving Loan Commitment, in the case of an existing Revolving Lender) (and as a condition thereto) purchase from the other Revolving Lenders its applicable Revolving Loan Commitment Percentage (or in the case of an existing Revolving Lender, the increase in the amount of its applicable Revolving Loan Commitment Percentage, in each case as determined after giving effect to the increase of Revolving Loan Commitments) of any outstanding Loans, by making available to the Agent for the account of such other form acceptable Revolving Lenders at the Principal Office, in same day funds, an amount equal to the Administrative Agent at least five sum of (5A) Business Days prior the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Revolving Lender plus (B) the aggregate amount of payments previously made by the other Revolving 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 Revolving Loans. The Borrowers shall pay to the desired Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Revolving Loan Commitments may be effected, and no Additional Term Loans may be made, under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) 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 (the “Facility Amount Increase”) identifying except for representations or warranties which expressly relate solely to an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) earlier date, in which have consented to case such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 have been true and correct in all material respects (except for representations on and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time as of such earlier date). In connection with any increase in the aggregate amount of the Revolving Loan Commitments or the making of Additional Term Loans pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and on (b) the effective date Borrowers shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Revolving Loan Commitment or making Additional Term Loans, receives new or replacement Notes, as appropriate, in the amount of such Facility Amount Increase, and (v) unless Lender's Revolving Loan Commitment or reflecting such Additional Term Loans within 2 Business Days of the effectiveness of the applicable increase is increasing in the Commitment of, and with aggregate amount of Revolving Loan Commitments or the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such making of Additional Term Loans. Any increase (which consent shall not be unreasonably withheld or delayed). The effective date of in the Facility Amount Increase shall be 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 an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to this Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 2.15 shall be subject to the same terms (including pricing) condition 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 or as may be agreed-upon between the Borrower, on the one hand, and each new Lender and/or any existing Lender increasing its Revolving Loan Commitment or making Additional Term Loans, on the other hand. The provisions of this Section 2.15 shall not constitute a “commitment” to lend, and the Revolving Loan Commitments of the Lenders shall not be increased and no Additional Term Loans may be made until satisfaction of the provisions of this Section 2.15 and, in the case of an increase of the Revolving Loan Commitments, until the actual increase of the Revolving Loan Commitments as provided herein. The date an increase of the Revolving Loan Commitments or the making of Additional Term Loans, as applicable, becomes effective pursuant to this Section 2.15 is referred to herein as an Advance under “Increase Effective Date, ” with any such increase or making of Additional Term Loans being conditioned upon, as required by any such new Lender and/or existing Lender increasing its Revolving Loan Commitment or making Additional Term Loans, receipt of (A) a certificate from the existing Facility AmountBorrowers (1) certifying and attaching resolutions authorizing the increase in Revolving Loan Commitments and/or increase in the Term Facility, as applicable, and (2) confirming the conditions set forth in (x) and (y) above have been satisfied, and (B) a customary legal opinion from Borrower's counsel.

Increase in Facility Amount. (a) The Borrower may, on at any Business Day time and from time to time prior to the Commitment Termination Date, increase the Facility Amount Amount, either through an increase in the Commitment of a particular Lender or addition of a new Lender, by delivering a request substantially in the form attached hereto as Exhibit F F-1 (each, a “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 30 days (5or such lesser number of days as is acceptable to the Administrative Agent) Business Days prior to 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) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iiiii) 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, (iviii) 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 750499896 22723957 request and on the effective date of such Facility Amount Increase, and (viv) 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, (v) each existing Lender that has agreed to increase its Commitment shall deliver to the Borrower a Facility Amount Increase Agreement substantially in the form attached hereto as Exhibit F-2 (which consent each, a “Facility Amount Increase Agreement”), (vi) each new Lender shall not be unreasonably withheld or delayedsatisfy the conditions set forth in Section 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 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 an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall also be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 prepaid on such date and (ii) the Borrower shall not have terminated any portion of the Commitments Facility Amount pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable and documented expenses of the Administrative Agent and the affected Lender(s) 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 increased without its consent thereto, and each Lender may at in its optionsole and absolute discretion, unconditionally and without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under . (b) In connection with any Facility Amount Increase other than in connection with a Facility Amount Increase shall be Agreement, at the request of the Borrower, a Permitted Assignee may join this Agreement as a Lender and assume all rights and obligations of a Lender under this Agreement and the other Facility Documents, subject to the same terms following conditions: (including pricingi) as an Advance under the Commitment of the new Lender shall be in addition to the Commitment of the existing Lenders in effect on the date of such new Lender’s entry into this Agreement and the Facility AmountAmount shall be increased in a corresponding amount; (ii) such new Lender shall deliver to the Borrower the applicable tax forms required by Section 16.03(g); and (iii) the new Lender and the Borrower shall execute and deliver to the Administrative Agent a Lender Joinder Agreement substantially in the form of Exhibit F-3 (each, a “Lender Joinder Agreement”).

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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) the Facility Amount shall not exceed $300,000,000 650,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Term SOFR Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 Term SOFR Rate shall not be deemed to be 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F D (each, a “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 sixty (560) Business Days days prior to 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 increase of the Facility Amount shall not exceed to an amount in excess of $300,000,000 without 150,000,000 in the consent aggregate (after giving effect to any increase hereunder) will require the approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,00025,000,000, (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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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. The Subject to the terms and conditions set forth herein, the Borrower mayshall have the right, on at any Business Day prior to time from the Second Amendment Effective Date until the Commitment Termination Date, to increase the Facility Amount by delivering an amount up to $150,000,000 (for a request substantially in total maximum Facility Amount of $300,000,000). 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 form attached hereto as Exhibit F consent of the Agent (each, a 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 Increase Request”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 Administrative Agent to reflect the revised Commitments and Facility Amount (with 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 copy 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 Collateral Agentrevised commitment percentages and outstandings of the Lenders; (vii) or in the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such other form Eligible Assignees are reasonably acceptable to the Administrative 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 five thirty (530) Business Days days prior to such proposed increase in the desired effective date 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 increase (the “Facility Amount Increase”) identifying an existing Lenders willing to take additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to such increase), and commitments. If the amount of its Commitment (or the additional amount 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 its Commitment(s))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 (i) should the Facility Amount shall not exceed $300,000,000 without 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 all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein Lenders, be amended to the contrary, no Lender shall have extent necessary to incorporate 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 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 Amountsuch different terms.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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 increase of the Facility Amount shall not exceed to an amount in excess of $300,000,000 without 750,000,000 will require the consent approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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, 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar LIBOR Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 LIBOR Rate shall not be deemed to be 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 Advances under the existing Facility Amount.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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 increase of the Facility Amount shall not exceed to an amount in excess of $300,000,000 without 600,000,000 will require the consent approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,00025,000,000, (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, 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s '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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 '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. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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) the Facility Amount shall not exceed $300,000,000 300,000,000650,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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. The Borrower may, on at any Business Day prior time after the Effective Date, deliver a written notice to the Commitment Termination DateFacility Agent, increase each Agent and the Custodian (x) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (y) requesting one or more increases of the Facility Amount by delivering a request substantially in to an amount not to exceed $400,000,000 (the form attached hereto as Exhibit F (each, a amount so requested being the “Increased Facility Amount”). The Facility Amount Increase Request”) shall be so increased to the Administrative Increased Facility Amount on the later of (x) the second Business Day immediately following the receipt of such written notice by the Facility Agent, the Custodian and each Agent and (with a copy y) the date on which any Lender agreeing to increase its Commitment, and any new lender or lenders selected by the Collateral Agent) or in such other form Facility Agent and reasonably acceptable to the Administrative Borrower agreeing to join this Agreement as a Lender to provide new Commitments, 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 at least five (5) Business Days prior such date, equal in the aggregate the Increased Facility Amount. Any amendment may, with the consent of the Facility Agent, ▇▇▇▇▇▇▇▇ and the Lenders or prospective lenders agreeing to 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 increaseproposed increase(s), effect such amendments to this Agreement and the amount other Transaction Documents as may be necessary to effectuate the provisions of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Amount shall not exceed $300,000,000 this Section 2.8 without the consent of all Lenders, (ii) any Lender not agreeing to increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) relating to any Facility Amount IncreaseCommitment. 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. 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. The Borrower may(a) So long as no Default or Event of Default has occurred and is continuing, on any Business Day from time to time prior to the Commitment Termination Date, increase Date the Borrower may request one or more increases to the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (eacheach such increase, a “Facility Amount Increase RequestIncrease”) subject to satisfaction of each of the following conditions: (i) the Borrower has delivered to the Administrative Agent (with a copy to the Collateral Agent) or in a written request for such other form acceptable Facility Increase (which may be by email); (ii) the Borrower has delivered to the Administrative Agent at least five (5) Business Days prior evidence that the Borrower is authorized to agree to such Facility Increase and solely to the desired effective date extent new resolutions are required to authorize the additional incurrence of Indebtedness represented by such increase Facility Increase, all requested opinions in respect of the Borrower; (iii) with the “Facility Amount Increase”prior written consent of the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented and any increasing Lender, to such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) increase the Facility Amount shall Commitment of the existing Lender Groups (pro rata) by an amount not to exceed $300,000,000 without 750,000,000 or such other amount as mutually agreed between the consent of all LendersBorrower and the Administrative Agent, (ii) increase the Commitment of any Lender Group, and/or (iii) add additional Lender Groups, in each case which shall increase of the aggregate Facility Amount by the amount of the Facility Amount Commitment of each such existing or additional Lender Group. Any increase pursuant to this Section 2.22 shall be attempted in an amount not less than $10,000,000good faith first pursuant to clause (i), second pursuant to clause (ii) and third pursuant to clause (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, above; and (iv) all each of the representations and warranties of the Borrower contained in Article IV hereof (as the same may be amended from time to time) Facility Documents shall be true and correct in all material respects as of such date (except for to the extent such representations and warranties already qualified by materiality or Material Adverse Effectexpressly relate to any earlier date, in which case such representations and warranties shall be true and correct) at the time correct in all material respects as of such request and earlier date as if made on the effective date of such Facility Amount Increase, and date). (vb) unless such increase is increasing the Commitment of, and with the consent of, an existing LenderOn any Business Day, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date and any Lender may, in their respective sole discretion and at the request of the Facility Amount Increase shall be agreed upon by Borrower, increase the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date Commitment of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and Lender in the amount necessary to cure any breach of the increase Borrowing Base resulting from a change 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 AmountApplicable Conversion Rate.

Increase in Facility Amount. The Borrower may, on any Business Day prior within 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 Commitment Termination Date, Facility Agent (who shall forward a copy to each Agent and the 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 delivering a request substantially in to an amount not to exceed $200,000,000 (the form attached hereto as Exhibit F (eachamount so requested being the “Increased Facility Amount”). Upon satisfaction of the foregoing, a “and subject towith the prior written consent of the Facility Amount Increase Request”) to the Administrative Agent (with a copy to the Collateral Agent) which consent may be conditioned on one or more conditions precedent in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to 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 increaseits sole discretion), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be increased to the Increased Facility Amount on the later of (x) the 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 an amount not less than $10,000,000effect as of such date, equal in the aggregate the IncreasedCommitment of any existing Lender Groups, subject to the consent of such existing Lender Groups (pro rata among such Lender Groups), (ii) add additional Lender Groups and/or (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 of any Lender Group that consents to such increase (which consent provided that, an increase pursuant to this clause (iii) shall not be unreasonably withheld or delayed). The effective date require the consent of the Facility Amount Increase shall be agreed upon by the Borrower any other Lender Group and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each no other Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances Group shall be deemed to be prepaid on materially and adversely affected by such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereofincrease), provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with case, which shall increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) relating to any Facility Amount IncreaseAmount. Notwithstanding anything herein to by the contrary, afteramount of the date that is ninety (90) days after the Effective Date, no Lender shall have any obligation to increase its Commitment and no noof each such additional Lender’s Group and/or the amount by which the Commitment shall be increased without its consent thereto, and andof each such existing 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 AmountCommitmentGroup was increased.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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) the Facility Amount shall not exceed $300,000,000 100,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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. (a) The Borrower maymay at any time prior to the first anniversary of the Closing Date, request to increase the Facility Amount to $250,000,000 on the Facility Increase Date (and, for the avoidance of doubt, prior to the Commitment Termination Date); provided if the Borrower does not request such increase to the Facility Amount prior to the first anniversary of the Closing Date, then the Facility Amount shall increase to $250,000,000 on the first anniversary of the Closing Date, subject to the conditions precedent listed below. Such increase shall be effected by increasing the Commitment of AGF WHCO 2-A2 LP (or such other ATLAS Lender Affiliate that shall have become a party hereto in accordance with the terms hereof pursuant to an Assignment and Acceptance or Lender Joinder Agreement) by $100,000,000 (the “ATLAS Increase”). Any increase pursuant to this Section 2.18(a) shall be subject to satisfaction of the following conditions precedent, upon which such ATLAS Increase shall automatically take effect: (i) if the Facility Increase Date is prior to the first anniversary of the Closing Date, the Borrower shall have delivered a Facility Amount Increase Request (as defined in Section 2.18(b)) to the Administrative Agent not less than fifteen (15) Business Days prior to the Facility Increase Date; (ii) no Event of Default shall have occurred and be continuing on the date of such Facility Increase Request or the Facility Increase Date; and (iii) the representations and warranties of the Borrower and the Fund set forth herein and in the other Facility Documents are true and correct in all material respects on and as of the Facility Increase Date, with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date); provided that if a representation and warranty is qualified as to materiality, with respect to such representation and warranty, the materiality qualifier set forth above shall be disregarded for the purposes of this condition. (b) The Borrower may at any Business Day time, and from time to time, following the Facility Increase Date and prior to the Commitment Termination Date, increase the Facility Amount Amount, either through an increase in the Commitment of a particular Lender or addition of a new Lender, by delivering a request substantially in the form attached hereto as Exhibit F F-1 (each, a “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 30 days (5or such lesser number of days as is acceptable to the Administrative Agent) Business Days prior to before the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee or, with the written consent of the Administrative Agent, identifying any other Person as an additional Lender (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) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,00025,000,000, (iiiii) 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, (iviii) 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 (viv) 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, (v) each existing Lender that has agreed to increase its Commitment shall deliver to the Borrower a Facility Amount Increase Agreement substantially in the form attached hereto as Exhibit F-2 (which consent each, a “Facility Amount Increase Agreement”), (vi) each new Lender shall not be unreasonably withheld or delayedsatisfy the conditions set forth in Section 2.18(c), and (vii) any increase of the Facility Amount to an amount in excess of $500,000,000 will require the approval of the Required Lenders. The effective date of the Facility Amount Increase shall be 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 an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall also be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 prepaid on such date and (ii) the Borrower shall not have terminated any portion of the Commitments Facility Amount pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable and documented expenses of the Administrative Agent and the affected Lender(s) 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 increased without its consent thereto, and each Lender may at in its optionsole and absolute discretion, unconditionally and without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under . (c) In connection with any Facility Amount Increase other than in connection with a Facility Amount Increase shall be Agreement, at the request of the Borrower, a Permitted Assignee or, with the written consent of the Administrative Agent, any other Person may join this Agreement as a Lender and assume all rights and obligations of a Lender under this Agreement and the other Facility Documents, subject to the same terms following conditions: (including pricingi) as an Advance under the Commitment of the new Lender shall be in addition to the Commitment of the existing Lenders in effect on the date of such new Lender’s entry into this Agreement and the Facility AmountAmount shall be increased in a corresponding amount; (ii) such new Lender shall deliver to the Borrower the applicable tax forms required by Section 16.03(g); and (iii) the new Lender and the Borrower shall execute and deliver to the Administrative Agent a Lender Joinder Agreement substantially in the form of Exhibit F-3 (each, a “Lender Joinder Agreement”).

Increase in Facility Amount. The Borrower may(a) So long as no Default or Event of Default has occurred and is continuing, on any Business Day from time to time prior to the Commitment Termination Date, increase Date the Borrower may request one or more increases to the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (eacheach such increase, a “Facility Amount Increase RequestIncrease”) subject to satisfaction of each of the following conditions: (i) the Borrower has delivered to the Administrative Agent (with a copy to the Collateral Agent) or in a written request for such other form acceptable Facility Increase (which may be by email); (ii) the Borrower has delivered to the Administrative Agent at least five (5) Business Days prior evidence that the Borrower is authorized to agree to such Facility Increase and solely to the desired effective date extent new resolutions are required to authorize the additional incurrence of Indebtedness represented by such increase Facility Increase, all requested opinions in respect of the Borrower; USActive 59109857.10 (iii) with the “Facility Amount Increase”prior written consent of the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented and any increasing Lender, to such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) increase the Facility Amount shall Commitment of the existing Lender Groups (pro rata) by an amount not to exceed $300,000,000 without 750,000,000 or such other amount as mutually agreed between the consent of all LendersBorrower and the Administrative Agent, (ii) increase the Commitment of any Lender Group, and/or (iii) add additional Lender Groups, in each case which shall increase of the aggregate Facility Amount by the amount of the Facility Amount Commitment of each such existing or additional Lender Group. Any increase pursuant to this Section 2.22 shall be attempted in an amount not less than $10,000,000good faith first pursuant to clause (i), second pursuant to clause (ii) and third pursuant to clause (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, above; and (iv) all each of the representations and warranties of the Borrower contained in Article IV hereof (as the same may be amended from time to time) Facility Documents shall be true and correct in all material respects as of such date (except for to the extent such representations and warranties already qualified by materiality or Material Adverse Effectexpressly relate to any earlier date, in which case such representations and warranties shall be true and correct) at the time correct in all material respects as of such request and earlier date as if made on the effective date of such Facility Amount Increase, and date). (vb) unless such increase is increasing the Commitment of, and with the consent of, an existing LenderOn any Business Day, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date and any Lender may, in their respective sole discretion and at the request of the Facility Amount Increase shall be agreed upon by Borrower, increase the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date Commitment of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and Lender in the amount necessary to cure any breach of the increase any Borrowing Base resulting from a change 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 AmountApplicable Conversion Rate.

Increase in Facility Amount. The Borrower may(a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, on any Business Day from time to time prior to the Commitment Termination date that is two (2) years after the ClosingFirst Amendment Effective Date, increase the Borrower may request one or more increases to the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (eacheach such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (A) the Facility Amount following such Facility Increase Request”will not exceed $75,000,000150,000,000. (B) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the tenth (10th) Business Day prior to the date of such proposed Facility Increase (or in such other form shorter period acceptable to the Administrative Agent at least five Agent); (5C) Business Days prior the Borrower shall have delivered to the desired effective date of Administrative Agent evidence that the Borrower is authorized to agree to such increase Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (D) the “Facility Amount Increase”) identifying an additional Administrative Agent and each applicable Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which shall have consented to such increase), and the amount of its Commitment Facility Increase in writing in their respective sole discretion; (or additional amount of its Commitment(s)); provided, however, that (iE) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase each of the aggregate amount of the Facility Amount shall be in an amount not 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 of the Borrower contained in Article IV hereof (as the same may be amended from time to time) Facility Documents 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 as 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 (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 (F) on or prior to the date of such Facility Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be prepaid on such date and (ii) the Borrower shall not have terminated any portion of paid to the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and the affected Lender(s(B) relating to any Facility Amount Increase. Notwithstanding anything herein all other fees due and owing pursuant to the contrary, no Lender shall have terms hereof or 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 avoidance of doubt, each Advance made under a other Facility Amount Increase shall be subject to the same terms (including pricing) as an Advance under the existing Facility AmountDocument.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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 increase of the Facility Amount shall not exceed to an amount in excess of $300,000,000 without 520,000,000 will require the consent approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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, 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Eurocurrency Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 Eurocurrency Rate shall not be deemed to be 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 Advances under the existing Facility Amount.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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 increase of the Facility Amount shall not exceed to an amount in excess of $300,000,000 without 600,000,000 will require the consent approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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, 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar LIBOR Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 LIBOR Rate shall not be deemed to be 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 Advances under the existing Facility Amount.

Increase in Facility Amount. The Borrower may, on any Business Day prior within 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 Commitment Termination Date, Facility Agent (who shall forward a copy to each Agent and the 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 delivering a request substantially in to an amount not to exceed $200,000,000 (the form attached hereto as Exhibit F (eachamount so requested being the “Increased Facility Amount”). Upon satisfaction of the foregoing, a “Facility Amount Increase Request”) and subject to the Administrative prior written consent of the Facility Agent (with a copy to the Collateral Agent) which consent may be conditioned on one or more conditions precedent in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to 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 increaseits sole discretion), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, increased to the Increased Facility Amount on the later of (iiix) no Default or Event the second Business Day immediately following the receipt of Default shall have occurred and be continuing at the time of the request or the effective date of such written notice by the Facility Amount IncreaseAgent, the Collateral Agent and each Agent and (ivy) all representations and warranties contained in Article IV hereof the date on which the applicable Lenders (which may include new Lenders) have executed such documentation as the same Facility Agent may be amended from time reasonably require to time) shall be true and correct evidence increased Commitments or new Commitments which, together with all other Commitments 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 effect as of such request and on date, equal in the effective date of such aggregate the Increased 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) relating to any Facility Amount IncreaseAmount. Notwithstanding anything herein to the contrary, after the date that is ninety (90) days after the Effective Date, 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 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. The Borrower may(a) So long as no Default or Event of Default has occurred and is continuing, on any Business Day from time to time prior to the Commitment Termination Date, increase Date the Borrower may request one or more increases to the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (eacheach such increase, a “Facility Amount Increase RequestIncrease”) subject to satisfaction of each of the following conditions: (i) the Borrower has delivered to the Administrative Agent (with a copy to the Collateral Agent) or in a written request for such other form acceptable Facility Increase (which may be by email); (ii) the Borrower has delivered to the Administrative Agent at least five (5) Business Days prior evidence that the Borrower is authorized to 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 agree to such increase), Facility Increase and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase requested opinions in respect of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, Borrower; (iii) no Default or Event of Default shall have occurred the Administrative Agent and be continuing at the time of the request or the effective date of the each applicable Lender consents to such Facility Amount Increase, Increase in their respective sole discretion; (iv) all each of the representations and warranties of the Borrower contained in Article IV hereof (as the same may be amended from time to time) Facility Documents shall be true and correct in all material respects as of such date (except for to the extent such representations and warranties already qualified by materiality or Material Adverse Effectexpressly relate to any earlier date, in which case such representations and warranties shall be true and correct) at the time correct in all material respects as of such request and earlier date as if made on the effective date of such Facility Amount Increase, and 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 following such Facility Increase shall be will not exceed $750,000,000 or such other amount as mutually agreed upon by between the Borrower and the Administrative Agent. Upon ; provided that the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 following such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate Increase shall not be deemed to be prepaid on such date and exceed $500,000,000 unless the Diversity Score is at least 20. (iib) the Borrower shall not have terminated On any portion of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of Business Day, the Administrative Agent and any Lender may, in their respective sole discretion and at the affected Lender(srequest of the Borrower, increase the Commitment of such Lender in the amount necessary to cure any breach of the Borrowing Base (Aggregate) relating to resulting from a change in 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 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 AmountApplicable Conversion Rate.

Increase in Facility Amount. The Borrower may(a) So long as no Default or Event of Default has occurred and is continuing, on any Business Day from time to time prior to the Commitment Termination Date, increase Date the Borrower may request one or more increases to the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (eacheach such increase, a “Facility Amount Increase RequestIncrease”) subject to satisfaction of each of the following conditions: (i) the Borrower has delivered to the Administrative Agent (with a copy to the Collateral Agent) or in a written request for such other form acceptable Facility Increase (which may be by email) specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective; (ii) the Borrower has delivered to the Administrative Agent at least five (5) Business Days prior evidence that the Borrower is authorized to 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 agree to such increase), Facility Increase and all legal opinions reasonably requested by the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase Administrative Agent in respect of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, Borrower; (iii) no Default or Event of Default the Administrative Agent and each Lender that shall have occurred and be continuing at the time of the request or the effective date of the agreed to an additional Commitment consents to such Facility Amount Increase, Increase in their respective sole discretion; (iv) all each of the representations and warranties of the Borrower contained in Article IV hereof (as the same may be amended from time to time) Facility Documents shall be true and correct in all material respects as of such date (except for 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) provided that such materiality qualifier shall not be applicable to any representation or warranty 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 ; 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 following such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall Increase will not be deemed to be 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 Amountexceed $250,000,000.

Increase in Facility Amount. (a) The Borrower may, on at any Business Day time and from time to time prior to the Commitment Termination Date, increase the Facility Amount Amount, either through an increase in the Commitment of a particular Lender or addition of a new Lender, by delivering a request substantially in the form attached hereto as Exhibit F F-1 (each, a “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 30 days (5or such lesser number of days as is acceptable to the Administrative Agent) Business Days prior to 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) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iiiii) 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, (iviii) 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 IncreaseIncrease (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), (viv) 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, (v) each existing Lender that has agreed to increase its Commitment shall deliver to the Borrower a Facility Amount Increase Agreement substantially in the form attached hereto as Exhibit F-2 (which consent each, a “Facility Amount Increase Agreement”), (vi) each new Lender shall not be unreasonably withheld or delayedsatisfy the conditions set forth in Section 2.18(b), and (vii) any increase of the Facility Amount to an amount in excess of $1,000,000,000 will require the approval of the Required Lenders. The effective date of the Facility Amount Increase shall be 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 an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable and documented expenses of the Administrative Agent and the affected Lender(s) 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 increased without its consent thereto, and each Lender may at in its optionsole and absolute discretion, unconditionally and without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under . (b) In connection with any Facility Amount Increase other than in connection with a Facility Amount Increase shall be Agreement, at the request of the Borrower, a Permitted Assignee may join this Agreement as a Lender and assume all rights and obligations of a Lender under this Agreement and the other Facility Documents, subject to the same terms following conditions: (including pricingi) as an Advance under the Commitment of the new Lender shall be in addition to the Commitment of the existing Lenders in effect on the date of such new Lender’s entry into this Agreement and the Facility AmountAmount shall be increased in a corresponding amount; (ii) such new Lender shall deliver to the Borrower the applicable tax forms required by Section 16.03(g); and (iii) the new Lender and the Borrower shall execute and deliver to the Administrative Agent a Lender Joinder Agreement substantially in the form of Exhibit F-3 (each, a “Lender Joinder Agreement”).

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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 increase of the Facility Amount shall not exceed to an amount in excess of $300,000,000 without 520,000,000900,000,000 will require the consent approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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, 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar EurocurrencyTerm Benchmark Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 EurocurrencyTerm Benchmark Rate shall not be deemed to be 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 Advances under the existing Facility Amount.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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) the Facility Amount shall not exceed $300,000,000 650,000,0001,000,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Term SOFR Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 Term SOFR Rate shall not be deemed to be 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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. The Borrower may(a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.21, on any Business Day from time to time prior to the Commitment Termination Date, increase Date the Borrower may request one or more increases to the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (eacheach such increase, a “Facility Amount Increase”). (b) Each Facility Increase Request”shall be subject to the following conditions: (A) the Borrower has delivered to the Administrative Agent (with a copy to the Collateral Agent) or in a written request for such other form acceptable Facility Increase (which may be by email); (B) the Borrower has delivered to the Administrative Agent at least five (5) Business Days prior evidence that the Borrower is authorized to 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 agree to such increase), Facility Increase and all requested opinions in respect of the amount of its Commitment Borrower; (or additional amount of its Commitment(s)); provided, however, that (iC) the Administrative Agent and each applicable Lender consents to such Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, Increase in their respective sole discretion; (iiD) any increase each of the aggregate amount of the Facility Amount shall be in an amount not 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 of the Borrower contained in Article IV hereof (as the same may be amended from time to time) Facility Documents shall be true and correct in all material respects as of such date (except for to the extent such representations and warranties already qualified by materiality or Material Adverse Effectexpressly relate to any earlier date, in which case such representations and warranties shall be true and correct) at the time correct in all material respects as of such request and earlier date as if made on the effective date of such Facility Amount Increase, and date); and (vE) 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 following such Facility Increase shall be will not exceed $800,000,000 or such other amount as mutually agreed upon by between the Borrower and the Administrative Agent. Upon ; provided that the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount following such Facility Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment shall not exceed $500,000,000 unless (x) it is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Amount Increaseor after March 31, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be prepaid on such date 2021 and (iiy) the 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 affected Lender(s) 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 increased without its consent thereto, and each Lender may Diversity Score is 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 Amountleast 18.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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 increase of the Facility Amount shall not exceed to an amount in excess of $300,000,000 without 600,000,000 will require the consent approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,00025,000,000, (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, 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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. The Borrower may, on any Business Day prior 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 Facility Agent (who shall forward a copy to each Agent and the 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 to an amount not to exceed $300,000,000 (the amount so requested being the “Increased Facility Amount”). Upon satisfaction of the foregoing, and subject to the prior written consent of the Facility Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), (i) increase the Commitment Termination Dateof the existing Lender Groups (pro rata) by an additional $250,000,000, (ii) add additional Lender Groups and/or (iii) increase the Commitment of any Lender Group, in each case which shall increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in Commitment of each such Lender’s Commitment is existing or additional Lender Group.shall be increased to the Increased Facility Amount on a pro rata basis in accordance with the existing Commitments later of (x) the second Business Day immediately following the receipt of such Lenders on 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 Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) relating to any Facility Amount IncreaseAmount. Notwithstanding anything herein to the contrary, after the date that is ninety (90) days after the Effective Date, 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 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. The Borrower may, with the prior written consent of the Administrative Agent (which consent may be conditioned on any Business Day one or more conditions precedent in its sole discretion) and prior written notice to Morningstar, (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 delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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 the increased or new Commitment (of each such existing or additional amount of its Commitment(s)); provided, however, that (i) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any Lender Group. Each increase of the aggregate amount of 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 term loan pursuant to Section 2.9), such reducing Lender shall be paid an upfront fee in an amount not 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 equal 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 0.50% of such request and on the effective date of such Facility Amount Increase, and increase. Each upfront fee will be paid by (vA) unless such increase any Lender that is increasing the concurrently reducing its Commitment of, and (with the consent ofof the Borrower), up topay an existing Lenderupfront fee to such increasing Lender in an aggregate amount equal to the product of (x) 0.50% of such reduction and (B) to the extent any remaining amounts are owed, the Administrative Agent shall have provided its written consent Borrowery) the ratio equal to such increase (which consent shall not be unreasonably withheld or delayed). The effective date 1) the number of the Facility Amount Increase shall be 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 an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on days from the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each which such Lender’s Commitment is was reduced until the end of the Revolving Period on a pro rata basis in accordance with such reduction date divided by (2) the existing Commitments number of such Lenders on days from the date such Lender became a party hereto until the end of such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be prepaid Revolving Period 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitmentreduction date. For the avoidance of doubt, each Advance made under the Borrower shall not be responsible for any portion of an upfront fee paid in connection with the transfer of the Commitment of a Facility Amount Increase Lender reducing its Commitment to a Lender simultaneously increasing its Commitment. Notwithstanding the foregoing, no such increase shall be subject permitted without the prior written consent of DBNY if, after giving effect to any such increase, DBNY’s Commitment will no longer be at least 51% of the same terms (including pricing) as an Advance Facility Amount. Lender that is involuntarily removed or replaced under the existing Facility Amountprovisions of this Agreement shall be required to pay any amounts set forth in this Section 2.8 in connection with any reduction of its Commitment pursuant to such removal or replacement.

Increase in Facility Amount. The Borrower may, at any time after the Effective 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 to an amount not to exceed $2,000,000,000 (the amount so requested being the “Increased Facility Amount”); provided that, if the Facility Amount equals or exceeds $1,000,000,000, any such increase to the Facility Amount shall be applied solely to the Revolving Commitments. The Facility Amount shall, with the prior written consent of the Agent (which consent may be conditioned on any one or more conditions precedent in its sole discretion), be so increased to the Increased Facility Amount on the later of (x) the fifth (5th) Business Day immediately following the receipt of such written notice by the Agent, each Lender Group and the Collateral Agent and (y) the date on which Lenders (which may include new Lenders) have executed such documentation as the Agent may reasonably require to evidence increased 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 the Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion) and notice to the Collateral Agent, (i) increase the Commitment Termination Dateof the existing Lender Groups (pro rata) with the consent of each such Lender Group, (ii) 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 delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in increased or new Commitment of 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) relating to any Facility Amount Increaseor additional 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. For the avoidance of doubt, each Advance made under a Facility Amount Increase The Agent shall be subject provide to the same terms (including pricing) as Lenders prompt written notice of any increase effectuated under this Section 2.7 and an Advance under the existing Facility Amountupdated copy of Schedule 5.

Increase in Facility Amount. The Subject to the terms and conditions set forth herein, the Borrower mayshall have the right, on at any Business Day prior to time from the Restatement Date until the Commitment Termination Date, to increase the Facility Amount by delivering an amount up to $100,000,000 (for a request substantially in 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 form attached hereto as Exhibit F consent of the Agent (each, a 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 Increase Request”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 Administrative Agent to reflect the revised Commitments and Facility Amount (with 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 copy 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 Collateral Agentrevised commitment percentages and outstandings of the Lenders; (vii) or in the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such other form Eligible Assignees are reasonably acceptable to the Administrative 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 five thirty (530) Business Days days prior to such proposed increase in the desired effective date 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 increase (the “Facility Amount Increase”) identifying an existing Lenders willing to take additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to such increase), and commitments. If the amount of its Commitment (or the additional amount 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 its Commitment(s))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 (i) should the Facility Amount shall not exceed $300,000,000 without 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 all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein Lenders, be amended to the contrary, no Lender shall have extent necessary to incorporate 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 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 Amountsuch different terms.

Increase in Facility Amount. The Borrower may, on any Business Day prior within 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 Commitment Termination Date, Facility Agent (who shall forward a copy to each Agent and the 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 delivering a request substantially in the form attached hereto as Exhibit F (each, a “Facility Amount Increase Request”) to the Administrative Agent (with a copy an amount not 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 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) the Facility Amount shall not exceed $300,000,000 without (the amount so requested being the “Increased Facility Amount”). Upon satisfaction of the foregoing, and subject to the prior written consent of all Lendersthe Facility Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, increased to the Increased Facility Amount on the later of (iiix) no Default or Event the second Business Day immediately following the receipt of Default shall have occurred and be continuing at the time of the request or the effective date of such written notice by the Facility Amount IncreaseAgent, the Collateral Agent and each Agent and (ivy) all representations and warranties contained in Article IV hereof the date on which the applicable Lenders (which may include new Lenders) have executed such documentation as the same Facility Agent may be amended from time reasonably require to time) shall be true and correct evidence increased Commitments or new Commitments which, together with all other Commitments 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 effect as of such request and on date, equal in the effective date of such aggregate the Increased 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) relating to any Facility Amount IncreaseAmount. Notwithstanding anything herein to the contrary, after the date that is ninety (90) days after the Effective Date, 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 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. The Borrower may(a) So long as no Default or Event of Default has occurred and is continuing, on any Business Day from time to time prior to the Commitment Termination Date, increase Date the Borrower may request one or more increases to the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (eacheach such increase, a “Facility Amount Increase RequestIncrease”) subject to satisfaction of each of the following conditions: (i) the Borrower has delivered to the Administrative Agent (with a copy to the Collateral Agent) or in a written request for such other form acceptable Facility Increase (which may be by email); (ii) the Borrower has delivered to the Administrative Agent at least five (5) Business Days prior evidence that the Borrower is authorized to 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 agree to such increase), Facility Increase and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase requested opinions in respect of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, Borrower; (iii) no Default or Event of Default shall have occurred the Administrative Agent and be continuing at the time of the request or the effective date of the each applicable Lender consents to such Facility Amount Increase, Increase in their respective sole discretion; (iv) all each of the representations and warranties of the Borrower contained in Article IV hereof (as the same may be amended from time to time) Facility Documents shall be true and correct in all material respects as of such date (except for to the extent such representations and warranties already qualified by materiality or Material Adverse Effectexpressly relate to any earlier date, in which case such representations and warranties shall be true and correct) at the time correct in all material respects as of such request and earlier date as if made on the effective date of such Facility Amount Increase, and 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 following such Facility Increase shall be will not exceed $750,000,0001,350,000,000 or such other amount as mutually agreed upon by between the Borrower and the Administrative Agent. Upon ; provided that the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 following such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate Increase shall not be deemed to be prepaid on such date and exceed $500,000,0001,350,000,000 unless the Diversity Score is at least 20. (iib) the Borrower shall not have terminated On any portion of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of Business Day, the Administrative Agent and any Lender may, in their respective sole discretion and at the affected Lender(srequest of the Borrower, increase the Commitment of such Lender in the amount necessary to cure any breach of the Borrowing Base (Aggregate) relating to resulting from a change in 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 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 AmountApplicable Conversion Rate.

Increase in Facility Amount. The Borrower may(a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, on any Business Day from time to time prior to the Commitment Termination date that is two (2) years after the Closing Date, increase the Borrower may request one or more increases to the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (eacheach such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (A) the Facility Amount following such Facility Increase Request”will not exceed $75,000,000. (B) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the tenth (10th) Business Day prior to the date of such proposed Facility Increase (or in such other form shorter period acceptable to the Administrative Agent at least five Agent); (5C) Business Days prior the Borrower shall have delivered to the desired effective date of Administrative Agent evidence that the Borrower is authorized to agree to such increase Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (D) the “Facility Amount Increase”) identifying an additional Administrative Agent and each applicable Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which shall have consented to such increase), and the amount of its Commitment Facility Increase in writing in their respective sole discretion; (or additional amount of its Commitment(s)); provided, however, that (iE) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase each of the aggregate amount of the Facility Amount shall be in an amount not 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 of the Borrower contained in Article IV hereof (as the same may be amended from time to time) Facility Documents 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 as 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 (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 (F) on or prior to the date of such Facility Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be prepaid on such date and (ii) the Borrower shall not have terminated any portion of paid to the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and the affected Lender(s(B) relating to any Facility Amount Increase. Notwithstanding anything herein all other fees due and owing pursuant to the contrary, no Lender shall have terms hereof or 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 avoidance of doubt, each Advance made under a other Facility Amount Increase shall be subject to the same terms (including pricing) as an Advance under the existing Facility AmountDocument.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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) the Facility Amount shall not exceed $300,000,000 50,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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. The Borrower may, with the prior written consent of the Administrative Agent (which consent may be conditioned on any Business Day prior one or more conditions precedent in its sole discretion), (i) increase the Commitment of the existing Lenders (pro rata) with the consent of each such Lender (which consent may be conditioned on one or more conditions precedent in its sole discretion), (ii) if such existing Lenders do not agree to the a pro rata increase of the Commitments pursuant to the foregoing clause (i), increase the Commitment Termination Dateof existing Lenders non-pro rata with the consent of each such Lender (which consent may be conditioned on one or more conditions precedent in its sole discretion) and/or (iii) if such existing Lenders do not agree to increase the Commitments pursuant to the foregoing clauses (i) or (ii), add additional Lenders, in each case which shall increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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 the increased or new Commitment (of each such existing or additional amount of its Commitment(s)); providedLender. Notwithstanding the foregoing, however, that (i) the Facility Amount no such increase shall not exceed $300,000,000 be permitted without the prior written consent of all LendersDBNY if, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall any such increase, DBNY’s Commitment will no longer be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount least 51% of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) relating to any Facility Amount IncreaseAmount. 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. For Upon any increase in the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject and/or Commitments the Administrative Agent will provide notice to the same terms Morningstar (including pricing) as an Advance under the existing Facility Amountvia email at ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇).

Increase in Facility Amount. The Borrower may(a) So long as no Default or Event of Default has occurred and is continuing, on any Business Day from time to time prior to the Commitment Termination Date, increase Date the Borrower may request one or more increases to the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (eacheach such increase, a “Facility Amount Increase RequestIncrease”) subject to satisfaction of each of the following conditions: USActive 59109857.15 (i) the Borrower has delivered to the Administrative Agent (with a copy to the Collateral Agent) or in a written request for such other form acceptable Facility Increase (which may be by email); (ii) the Borrower has delivered to the Administrative Agent at least five (5) Business Days prior evidence that the Borrower is authorized to agree to such Facility Increase and solely to the desired effective date extent new resolutions are required to authorize the additional incurrence of Indebtedness represented by such increase Facility Increase, all requested opinions in respect of the Borrower; (iii) with the “Facility Amount Increase”prior written consent of the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented and any increasing Lender, to such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) increase the Facility Amount shall Commitment of the existing Lender Groups (pro rata) by an amount not to exceed $300,000,000 without 750,000,000 or such other amount as mutually agreed between the consent of all LendersBorrower and the Administrative Agent, (ii) increase the Commitment of any Lender Group, and/or (iii) add additional Lender Groups, in each case which shall increase of the aggregate Facility Amount by the amount of the Facility Amount Commitment of each such existing or additional Lender Group. Any increase pursuant to this Section 2.22 shall be attempted in an amount not less than $10,000,000good faith first pursuant to clause (i), second pursuant to clause (ii) and third pursuant to clause (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, above; and (iv) all each of the representations and warranties of the Borrower contained in Article IV hereof (as the same may be amended from time to time) Facility Documents shall be true and correct in all material respects as of such date (except for to the extent such representations and warranties already qualified by materiality or Material Adverse Effectexpressly relate to any earlier date, in which case such representations and warranties shall be true and correct) at the time correct in all material respects as of such request and earlier date as if made on the effective date of such Facility Amount Increase, and date). (vb) unless such increase is increasing the Commitment of, and with the consent of, an existing LenderOn any Business Day, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date and any Lender may, in their respective sole discretion and at the request of the Facility Amount Increase shall be agreed upon by Borrower, increase the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date Commitment of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and Lender in the amount necessary to cure any breach of the increase any Borrowing Base resulting from a change 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 AmountApplicable Conversion Rate.

Increase in Facility Amount. The Subject to the terms and conditions set forth herein, the Borrower mayshall have the right, on at any Business Day prior to time from the Closing Date until the Commitment Termination Date, to increase the Facility Amount by delivering an amount up to $175,000,000 (for a request substantially in total maximum Facility Amount of $250,000,000). 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 form attached hereto as Exhibit F consent of the Agent (each, a 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 Increase Request”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 Administrative Agent to reflect the revised Commitments and Facility Amount (with the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (x) increase the Commitment of a copy Lender without such Lender’s consent or (y) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.14); (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 Collateral Agentrevised commitment percentages and outstandings of the Lenders; (vii) or in the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such other form Eligible Assignees are reasonably acceptable to the Administrative Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) at the Borrower’s request, the Syndication Agent may solicit one or more additional syndicate Lenders with the consent of the Borrower, (ix) the conditions set forth in Section 3.3 shall be satisfied in all material respects; (x) after giving effect to any such increase in the Facility Amount, no Default, Event of Default or Early Termination Event shall have occurred; (xi) the Borrower shall have provided to the Agent, at least five thirty (530) Business Days days prior to such proposed increase in the desired effective date 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 increase (the “Facility Amount Increase”) identifying an existing Lenders willing to take additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to such increase), and commitments. If the amount of its Commitment (or the additional amount 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 its Commitment(s))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 (i) should the Facility Amount shall not exceed $300,000,000 without 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 all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein Lenders, be amended to the contrary, no Lender shall have extent necessary to incorporate 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 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 Amountsuch different terms.

Increase in Facility Amount. The (a) Subject to compliance with the terms of this Section 2.22, from time to time the Borrower may, on any Business Day prior may elect one or more increases to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (eacheach such increase, a “Facility Amount Increase”). (b) Each Facility Increase Request”shall be subject to the following conditions: (A) no Default or Event of Default has occurred and is continuing; (B) each Collateral Quality Test is satisfied immediately before and immediately after giving effect to such Facility Increase; (C) the Borrower has delivered to the Administrative Agent (with a copy to the Collateral Agent) a written election for such Facility Increase (which may be by email); (D) such Facility Increase shall occur after the three-month anniversary or such shorter period agreed to by the Administrative Agent of the Closing Date and on or prior to the two-year anniversary of the Closing Date; (E) such Facility Increase is in an amount at least equal to $25,000,000 or an increment of $100,000 in excess thereof (or such other form acceptable lesser amount available or otherwise as the Administrative Agent may reasonably agree); (F) the Borrower has delivered to the Administrative Agent at least five evidence that the Borrower is authorized to agree to such Facility Increase and, to the extent requested by the Administrative Agent in connection with any increase in the Facility Amount (5i) Business Days if the date of such Facility Increase occurs on or prior to the desired effective one-year anniversary of the Closing Date, to an amount in excess of $500,000,000 and (ii) if the date of such increase (Facility Increase occurs after the “Facility Amount Increase”) identifying one-year anniversary of the Closing Date and on or prior to the two-year anniversary of the Closing Date, to an additional Lender that is a Permitted Assignee amount in excess of $750,000,000 (or additional Commitments for existing Lender(s) which have consented to such increaseother amount as the Administrative Agent may reasonably agree), a customary legal opinion as to the due authorization and enforceability of such Facility Increase; (G) such Facility Increase shall be allocated as agreed among the Borrower, each applicable Lender and the amount of its Commitment Administrative Agent (or additional amount of its Commitment(sor, if no such agreement is reached, 100% to Citibank)); provided, however, that ; (iH) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase each of the aggregate amount of the Facility Amount shall be in an amount not 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 of the Borrower contained in Article IV hereof (as the same may be amended from time to time) Facility Documents shall be true and correct in all material respects as of such date (except for to the extent (x) such representations and warranties already qualified by materiality or Material Adverse Effectexpressly relate to any earlier date, in which case such representations and warranties shall be true and correct) at the time correct in all material respects as of such request and on the effective earlier 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, as if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 prepaid on such date and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respects); (I) the Advances Outstanding are greater than or equal to 70.0% of the Facility Amount prior to such Facility Increase; (J) the Facility Amount following such Facility Increase will not exceed (a) if such Facility Increase occurs (i) on or prior to the one-year anniversary of the Closing Date, $500,000,000 or (ii) following the Borrower shall not have terminated any portion one-year anniversary of the Commitments pursuant Closing Date and on or prior to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses the two-year anniversary of the Closing Date, $750,000,000, in each case without the prior written consent of the Administrative Agent in its sole discretion or (b) $1,000,000,000; and (K) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the contraryextent applicable, no Lender shall have any obligation an updated Beneficial Ownership Certification in relation 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 Commitmentthe Borrower. For the avoidance of doubt, each Advance made under a the effectiveness of any Facility Amount Increase shall be subject to automatic upon the same terms (including pricing) as an Advance under satisfaction of the existing Facility Amountpreceding conditions, and no consent of any Person other than the Borrower shall be required therefor.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 Exhibit 10.30 to 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 increase of the Facility Amount shall not exceed to an amount in excess of $300,000,000 without 900,000,000 will require the consent approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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, 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Term Benchmark Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 Term Benchmark Rate shall not be deemed to be 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 Advances under the existing Facility Amount.

Increase in Facility Amount. The Borrower may, on at any Business Day time and from time to time prior to the Commitment Termination Date, increase the Facility Amount Amount, either through an increase in the Commitment of a particular Lender or addition of a new Lender, by delivering a request substantially in the form attached hereto as Exhibit F F-1 (each, a “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 30 days (5or such lesser number of days as is acceptable to the Administrative Agent) Business Days prior to 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) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iiiii) 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, (iviii) 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 (viv) 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, (v) each existing Lender that has agreed to increase its Commitment shall deliver to the Borrower a Facility Amount Increase Agreement substantially in the form attached hereto as Exhibit F-2 (which consent each, a “Facility Amount Increase Agreement”), (vi) each new Lender shall not be unreasonably withheld or delayedsatisfy the conditions set forth in Section 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 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 an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall also be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 prepaid on such date and (ii) the Borrower shall not have terminated any portion of the Commitments Facility Amount pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable and documented expenses of the Administrative Agent and the affected Lender(s) 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 increased without its consent thereto, and each Lender may at in its optionsole and absolute discretion, 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. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 ‑82‑ FILENAME to 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 increase of the Facility Amount shall not exceed to an amount in excess of $300,000,000 without 900,000,000 will require the consent approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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, 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Term Benchmark Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 Term Benchmark Rate shall not be deemed to be 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 Advances under the existing Facility Amount.

Increase in Facility Amount. The Borrower may(a) So long as no Default or Event of Default has occurred and is continuing, on any Business Day from time to time prior to the Commitment Termination Date, increase Date the Borrower may request one or more increases to the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (eacheach such increase, a “Facility Amount Increase RequestIncrease”) subject to satisfaction of each of the following conditions: (i) the Borrower has delivered to the Administrative Agent (with a copy to the Collateral Agent) or in a written request for such other form acceptable Facility Increase (which may be by email); (ii) the Borrower has delivered to the Administrative Agent at least five (5) Business Days prior evidence that the Borrower is authorized to agree to such Facility Increase and solely to the desired effective date extent new resolutions are required to authorize the additional incurrence of Indebtedness represented by such increase Facility Increase, all requested opinions in respect of the Borrower; (iii) with the “Facility Amount Increase”prior written consent of the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented and any increasing Lender, to such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) increase the Facility Amount shall Commitment of the existing Lender Groups (pro rata) by an amount not to exceed $300,000,000 without 750,000,000 or such other amount as mutually agreed between the consent of all LendersBorrower and the Administrative Agent, (ii) increase the Commitment of any Lender Group, and/or (iii) add additional Lender Groups, in each case which shall increase of the aggregate Facility Amount by the amount of the Facility Amount Commitment of each such existing or additional Lender Group. Any increase pursuant to this Section 2.22 shall be attempted in an amount not less than $10,000,000good faith first pursuant to clause (i), second pursuant to clause (ii) and third pursuant to clause (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, above; and (iv) all each of the representations and warranties of the Borrower contained in Article IV hereof (as the same may be amended from time to time) Facility Documents shall be true and correct in all material respects as of such date (except for to the extent such representations and warranties already qualified by materiality or Material Adverse Effectexpressly relate to any earlier date, in which case such representations and warranties shall be true and correct) at the time correct in all material respects as of such request and earlier date as if made on the effective date of such Facility Amount Increase, and date). (vb) unless such increase is increasing the Commitment of, and with the consent of, an existing LenderOn any Business Day, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date and any Lender may, in their respective sole discretion and at the request of the Facility Amount Increase shall be agreed upon by Borrower, increase the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances Commitment of USActive 59109857.1659109857.18 such Lender in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount necessary to cure any breach of the increase anythe Borrowing Base resulting from a change 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 AmountApplicable Conversion Rate.

Increase in Facility Amount. The Borrower may(a) With the prior consent of the Agent, on the Borrowers shall have the right at any Business Day prior time and from time to time during the term of this Agreement to request increases in the amount of the Revolving Facility (provided that after giving effect to any increases in the Revolving Facility pursuant to this Section, the aggregate amount of the Commitments may not exceed $525,000,000.00) by providing written notice to the Commitment Termination DateAgent, which notice shall be irrevocable once given. Each such increase the Facility Amount by delivering a request substantially in the form attached hereto Revolving Facility must be in an aggregate minimum amount of $10,000,000.00 and must not exceed an aggregate maximum amount of $225,000,000.00. (b) Notwithstanding the provisions of Section 11.5, 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 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) (and as Exhibit F a condition thereto) purchase from the other Lenders its Commitment Percentage (eachor in the case of an existing Lender, a “Facility Amount Increase Request”) the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the Administrative Agent (with a copy increase of Commitments) of any outstanding Loans, by making available to the Collateral Agent) or in Agent for the account of such other form acceptable Lenders at the Principal Office, in same day funds, an amount equal to the Administrative Agent at least five sum of (5A) Business Days prior 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 desired Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) 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 (the “Facility Amount Increase”) identifying except for representations or warranties which expressly relate solely to an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) earlier date, in which have consented to case such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 have been true and correct in all material respects (except for representations on and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time as 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 delayedearlier date). The effective date of the Facility Amount Increase shall be 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 an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if In connection with any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 prepaid on such date and (ii) the Borrower shall not have terminated any portion aggregate amount of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay this subsection, (a) any reasonable expenses Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrowers shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment within 2 Business Days of the Administrative Agent and effectiveness of the affected Lender(s) relating to any applicable increase in the aggregate amount of Commitments. Any increase in the Facility Amount Increase. Notwithstanding anything herein pursuant 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. For the avoidance of doubt, each Advance made under a Facility Amount Increase this Section 2.15 shall be subject to the same terms (including pricing) condition 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 or as may be agreed-upon between the Borrower, on the one hand, and each new Lender and/or any existing Lender increasing its Commitment, on the other hand. The provisions of this Section 2.15 shall not constitute a “commitment” to lend, and the Commitments of the Lenders shall not be increased until satisfaction of the provisions of this Section 2.15 and actual increase of the Commitments as provided herein. The date an increase of the Commitments becomes effective pursuant to this Section 2.15 is referred to herein as an Advance under “Increase Effective Date, ” with any such increase being conditioned upon, as required by any such new Lender and/or existing Lender increasing its Commitment, receipt of (A) a certificate from the existing Facility AmountBorrowers (1) certifying and attaching resolutions authorizing the increase in Commitments, and (2) confirming the conditions set forth in (x) and (y) above have been satisfied, and (B) a customary legal opinion from Borrower's counsel.

Increase in Facility Amount. The Subject to the terms and conditions set forth herein, the Borrower mayshall have the right, on at any Business Day prior to time from the RestatementFirst Amendment Effective Date until the Commitment Termination Date, to increase the Facility Amount by delivering an amount up to $100,000,000150,000,000 (for a request substantially in total maximum Facility Amount of $150,000,000300,000,000). 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 form attached hereto as Exhibit F consent of the Agent (each, a 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 Increase Request”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 Administrative Agent to reflect the revised Commitments and Facility Amount (with 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 copy 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 Collateral Agentrevised commitment percentages and outstandings of the Lenders; (vii) or in the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such other form Eligible Assignees are reasonably acceptable to the Administrative 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 five thirty (530) Business Days days prior to such proposed increase in the desired effective date 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 increase (the “Facility Amount Increase”) identifying an existing Lenders willing to take additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to such increase), and commitments. If the amount of its Commitment (or the additional amount 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 its Commitment(s))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 (i) should the Facility Amount shall not exceed $300,000,000 without 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 all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein Lenders, be amended to the contrary, no Lender shall have extent necessary to incorporate 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 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 Amountsuch different terms.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 prepaid on such date and (ii) the Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.06 2.6 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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. The Subject to the terms and conditions set forth herein, the Borrower mayshall have the right, on at any Business Day prior to time from the FirstSecond Amendment Effective Date until the Commitment Termination Date, to increase the Facility Amount by delivering an amount up to $150,000,000 (for a request substantially in total maximum Facility Amount of $300,000,000). 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 form attached hereto as Exhibit F consent of the Agent (each, a 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 Increase Request”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 Administrative Agent to reflect the revised Commitments and Facility Amount (with 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 copy 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 Collateral Agentrevised commitment percentages and outstandings of the Lenders; (vii) or in the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such other form Eligible Assignees are reasonably acceptable to the Administrative 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 five thirty (530) Business Days days prior to such proposed increase in the desired effective date 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 increase (the “Facility Amount Increase”) identifying an existing Lenders willing to take additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to such increase), and commitments. If the amount of its Commitment (or the additional amount 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 its Commitment(s))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 (i) should the Facility Amount shall not exceed $300,000,000 without 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 all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein Lenders, be amended to the contrary, no Lender shall have extent necessary to incorporate 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 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 Amountsuch different terms.

Increase in Facility Amount. The Borrower may(a) With the prior consent of the Agent, on the Borrowers shall have the right at any Business Day prior time and from time to time during the term of this Agreement to request increases in the amount of the Revolving Facility (provided that after giving effect to any increases in the Revolving Facility pursuant to this Section, the aggregate amount of the Commitments may not exceed $525,000,000.00 less any reductions in the amount of the Commitments under Section 2.11) by providing written notice to the Commitment Termination DateAgent, which notice shall be irrevocable once given. Each such increase the Facility Amount by delivering a request substantially in the form attached hereto Revolving Facility must be in an aggregate minimum amount of $10,000,000.00 and must not exceed an aggregate maximum amount of $225,000,000.00. (b) Notwithstanding the provisions of Section 11.5, 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 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) (and as Exhibit F a condition thereto) purchase from the other Lenders its Commitment Percentage (eachor in the case of an existing Lender, a “Facility Amount Increase Request”) the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the Administrative Agent (with a copy increase of Commitments) of any outstanding Loans, by making available to the Collateral Agent) or in Agent for the account of such other form acceptable Lenders at the Principal Office, in same day funds, an amount equal to the Administrative Agent at least five sum of (5A) Business Days prior 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 desired Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) 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 (the “Facility Amount Increase”) identifying except for representations or warranties which expressly relate solely to an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) earlier date, in which have consented to case such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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 have been true and correct in all material respects (except for representations on and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time as 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 delayedearlier date). The effective date of the Facility Amount Increase shall be 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 an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if In connection with any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 prepaid on such date and (ii) the Borrower shall not have terminated any portion aggregate amount of the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay this subsection, (a) any reasonable expenses Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrowers shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment within 2 Business Days of the Administrative Agent and effectiveness of the affected Lender(s) relating to any applicable increase in the aggregate amount of Commitments. Any increase in the Facility Amount Increase. Notwithstanding anything herein pursuant 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. For the avoidance of doubt, each Advance made under a Facility Amount Increase this Section 2.15 shall be subject to the same terms (including pricing) condition 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 or as may be agreed-upon between the Borrower, on the one hand, and each new Lender and/or any existing Lender increasing its Commitment, on the other hand. The provisions of this Section 2.15 shall not constitute a “commitment” to lend, and the Commitments of the Lenders shall not be increased until satisfaction of the provisions of this Section 2.15 and actual increase of the Commitments as provided herein. The date an increase of the Commitments becomes effective pursuant to this Section 2.15 is referred to herein as an Advance under “Increase Effective Date, ” with any such increase being conditioned upon, as required by any such new Lender and/or existing Lender increasing its Commitment, receipt of (A) a certificate from the existing Facility AmountBorrowers (1) certifying and attaching resolutions authorizing the increase in Commitments, and (2) confirming the conditions set forth in (x) and (y) above have been satisfied, and (B) a customary legal opinion from Borrower's counsel.

Increase in Facility Amount. The Borrower may(a) So long as no Default, on any Business Day Event of Default or Ratings Deficiency has occurred and is continuing and subject to compliance with the terms of this Section 2.17, from time to time prior to the Commitment Termination date that is two (2) years after the Closing Date, increase the Borrower may request one or more increases to the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (eacheach such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Increase shall be in an amount not less than $5,000,000; (ii) the Facility Amount following such Facility Increase Request”will not exceed $100,000,000; (iii) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the tenth (10th) Business Day prior to the date of such proposed Facility Increase (or in such other form shorter period acceptable to the Administrative Agent at least five Agent); (5iv) Business Days prior the Borrower shall have delivered to the desired effective date of Administrative Agent evidence that the Borrower is authorized to agree to such increase Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (v) the “Facility Amount Increase”) identifying an additional Administrative Agent and each applicable Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which shall have consented to such increase), and the amount of its Commitment Facility Increase in writing in their respective sole discretion; (or additional amount of its Commitment(s)); provided, however, that (ivi) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) any increase each of the aggregate amount of the Facility Amount shall be in an amount not 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 of the Borrower contained in Article IV hereof (as the same may be amended from time to time) Facility Documents 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 as 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 (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 (vii) on or prior to the date of such Facility Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be prepaid on such date and (ii) the Borrower shall not have terminated any portion of paid to the Commitments pursuant to Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and the affected Lender(s(B) relating to any Facility Amount Increase. Notwithstanding anything herein all other fees due and owing pursuant to the contrary, no Lender shall have terms hereof or 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 avoidance of doubt, each Advance made under a other Facility Amount Increase shall be subject to the same terms (including pricing) as an Advance under the existing Facility AmountDocument.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment InitialReinvestment Period Termination Date, request an increase in the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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) after giving effect to any such Facility Amount Increase, the Facility Amount shall not exceed $300,000,000 1,200,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,0005,000,000, (iiiiiiii) 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, (iviiiiv) 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 (vivv) unless such increase is increasing the Commitment of, and with the written consent of, an existing Lender, (v) 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 in its sole discretion) and, (vi) immediately prior to and 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 an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each, a “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 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 increase of the Facility Amount shall not exceed to an amount in excess of $300,000,000 without 600,000,000 will require the consent approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not 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, 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase 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 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 promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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. The Borrower may(a) With the prior consent of the Agent, on the Borrowers shall have the right at any Business Day prior time and from time to time during the term of this Agreement to request increases in the amount of the Term Facility (provided that after giving effect to any increases in the Term Facility pursuant to this Section, the aggregate amount of the Term Loan Commitments may not exceed $300,000,000.00) by providing written notice to the Commitment Termination DateAgent, which notice shall be irrevocable once given. Each such increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F Term Facility must be in a minimum amount of $10,000,000.00 and must not exceed an aggregate maximum amount of $135,000,000.00. (eachb) With the prior consent of the Agent, a “the Borrowers shall have the right at any time and from time to time during the term of this Agreement to request increases in the amount of the Revolving Facility Amount Increase Request”(provided that after giving effect to any increases in the Revolving Facility pursuant to this Section, the aggregate amount of the Revolving Facility Commitments may not exceed $200,000,000.00) by providing written notice to the Administrative Agent Agent, which notice shall be irrevocable once given. Each such increase in the Revolving Facility must be in an aggregate minimum amount of $10,000,000.00 and must not exceed an aggregate maximum amount of $115,000,000.00. (c) Notwithstanding the provisions of Section 11.5, 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 copy 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) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the Collateral Agentincrease of Commitments) or in of any outstanding Loans, by making available to the Agent for the account of such other form acceptable Lenders at the Principal Office, in same day funds, an amount equal to the Administrative Agent at least five sum of (5A) Business Days prior 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 desired Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) 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 (the “Facility Amount Increase”) identifying except for representations or warranties which expressly relate solely to an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to such increaseearlier date), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Amount shall not exceed $300,000,000 without the consent of all Lenders, (ii) . In connection with any increase of in the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000Commitments pursuant to this subsection, (iiia) no Default or Event of Default any Lender becoming a party hereto shall have occurred execute such documents 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 (agreements as the same Agent 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 reasonably request and on (b) the effective date of such Facility Amount IncreaseBorrowers shall make appropriate arrangements so that each new Lender, and (v) unless such increase is any existing Lender increasing the Commitment ofits Commitment, and with the consent ofreceives a new or replacement Note, an existing Lenderas appropriate, 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 the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis within 2 Business Days of the effectiveness of the applicable increase in accordance with the existing Commitments aggregate amount of such Lenders on Commitments. Any increase in the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to be prepaid on such date and (ii) the Borrower shall not have terminated any portion of the Commitments pursuant to this Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent and the affected Lender(s) 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 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 2.15 shall be subject to the same terms (including pricing) condition 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 2.15 shall not constitute a “commitment” to lend, and the Commitments of the Lenders shall not be increased until satisfaction of the provisions of this Section 2.15 and actual increase of the Commitments as provided herein. The date an increase of the Commitments becomes effective pursuant to this Section 2.15 is referred to herein as an Advance under the existing Facility Amount“Increase Effective Date.”