Common use of Increase in Facility Limit Clause in Contracts

Increase in Facility Limit. Provided that no Event of Termination or Unmatured Event of Termination has occurred and is continuing, upon notice to the Administrative Agent, the Seller may request on a one-time basis an increase in the Facility Limit for any Period, in an aggregate amount such that after giving effect thereto the Facility Limit shall not exceed (x) at any time during Period 1, $675,000,000, (y) at any time during Period 2, $580,000,000 and (z) at any time during Period 3, $750,000,000; provided, that such request for an increase for any Period shall be in a minimum aggregate amount of $10,000,000 or integral multiples of $1,000,000 in excess thereof. Within ten (10) Business Days of receiving such notice from the Seller, the Administrative Agent shall deliver a notice to the Purchasers specifying (i) the aggregate amount of such increase (such amount, the “Requested Facility Limit Increase”) and the proposed amount by which any Purchaser’s Commitment will be increased (such proposed amounts to be determined by the Administrative Agent in its sole discretion) and (ii) the time period within which any Purchasers with respect to which a Commitment increase has been requested shall respond to such request (which shall in no event be less than thirty (30) days from the date of delivery of such notice by the Administrative Agent). Each of the Purchasers shall notify the Administrative Agent, the Seller and the Servicer within the applicable time period (which shall not be less than thirty (30) days) whether or not such Purchaser agrees, in its sole discretion, to make such proposed increase to such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any Purchaser not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Administrative Agent may request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this Section 2.07, the Administrative Agent, the Purchaser, the Seller and the Servicer shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase and, if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably in accordance with their respective Commitments.

Increase in Facility Limit. Provided that no Event The Borrower may, on any Business Day prior to the Facility Termination Date, with the written consent of Termination the Administrative Agent, request an increase of the Facility Limit by delivering a request substantially in the form attached hereto as Exhibit VII (each, a “Facility Limit Increase Request”) or Unmatured Event of Termination has occurred and is continuing, upon notice in such other form acceptable to the Administrative Agent. A Facility Limit Increase Request must be delivered at least ten (10) Business Days prior to the desired effective date of such increase (the “Facility Limit Increase”) and shall identify an additional Lender (or additional Commitments for existing Lender(s)), which additional Lender(s) shall be reasonably acceptable to the Seller may request on a one-time basis an increase Administrative Agent (other than in the case of Truist, which shall be deemed acceptable), and the amount of its Commitment (or additional amount of the existing Lender Commitment(s)). Any Facility Limit for any Period, in an aggregate amount Increase shall be subject to the following conditions: (a) on the effective date of such that increase after giving effect thereto to such increase, the Facility Limit shall not exceed $500,000,000 (x) at any time during Period 1, $675,000,000, (y) at any time during Period 2, $580,000,000 and (z) at any time during Period 3, $750,000,000; provided, that or such request for an increase for any Period shall greater amount as may be agreed to in a minimum aggregate amount of $10,000,000 or integral multiples of $1,000,000 in excess thereof. Within ten (10) Business Days of receiving such notice from the Seller, the Administrative Agent shall deliver a notice to the Purchasers specifying (i) the aggregate amount of such increase (such amount, the “Requested Facility Limit Increase”) and the proposed amount by which any Purchaser’s Commitment will be increased (such proposed amounts to be determined writing by the Administrative Agent in its sole discretionand the Required Lenders) and (ii) the time period within which any Purchasers with respect to which a Commitment increase has been requested such Facility Limit Increase shall respond to such request (which shall be in no event be an amount not less than thirty $25,000,000 (30) days from the date of delivery of or such notice lesser amount then agreed to by the Administrative Agent). Each ; (b) no Potential Amortization Event or Amortization Event shall have occurred and be continuing at the time of the Purchasers request or the effective date of the Increase; (c) each of the representations and warranties set forth in Article III and in the other Transaction Documents shall notify be and remain true and correct in all material respects on the effective date of such Increase after giving effect to such Increase, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date; and (d) the satisfaction of the conditions set forth in Article IV. The effective date of the Facility Limit Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the Seller and the Servicer within the applicable time period (which shall not be less than thirty (30) days) whether or not such Purchaser agrees, in its sole discretion, to make such proposed increase to such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any Purchaser not responding within such time period Schedule A shall be deemed amended to have declined to consent to an increase in such Purchaser’s Commitment. In reflect the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Administrative Agent may request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this Section 2.07, the Administrative Agent, the Purchaser, the Seller Increase and the Servicer shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase andnew Lender (or, if applicable, rebalance Capital among the Purchasers existing Lender) shall advance Loans in an amount sufficient such that after giving effect to its Loans each Lender shall have outstanding its Percentage of all Loans outstanding under the Commitments. The Borrower agrees to pay the expenses of the Administrative Agent (including reasonable attorneys’ fees) relating to any Facility Limit 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 written consent thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably in accordance with their respective Commitmentsand each Lender may at its option, unconditionally and without cause, decline to increase its Commitment.

Increase in Facility Limit. Provided that no Potential Default, Event of Termination Default or Unmatured Financial Covenant Event of Termination has occurred and is continuing, upon notice to the Administrative AgentAgent and each Lender, the Seller Borrower may from time to time request on a one-time basis an during the term of this Agreement that each of the Lenders ratably increase in the Facility Limit for any Periodtheir respective Commitments, in an aggregate amount such that after giving effect thereto to all such requests the Facility Limit shall not exceed (x) at any time during Period 1, $675,000,000, (y) at any time during Period 2, $580,000,000 and (z) at any time during Period 3, $750,000,000300,000,000; provided, that such any request for an increase for any Period shall be in a minimum aggregate amount of $10,000,000 or integral multiples 10,000,000. At the time of $1,000,000 in excess thereof. Within ten (10) Business Days of receiving sending any such notice from with respect to the SellerLenders, the Borrower (in consultation with the Administrative Agent Agent) shall deliver a notice to the Purchasers specifying specify (i) the aggregate amount of such increase (such amount, the “Requested Facility Limit Increase”) and the proposed amount by which any Purchaser’s Commitment will be increased (such proposed amounts to be determined by the Administrative Agent in its sole discretion) and (ii) the time period within which any Purchasers with respect the Lenders are requested to which a Commitment increase has been requested shall respond to such the Borrower’s request (which shall in no event be less than thirty ten (3010) days Business Days from the date of delivery of such notice by to the Administrative Agent). Each of the Purchasers Lenders shall notify the Administrative Agent, the Seller Borrower and the Servicer Servicers within the applicable time period (which shall not be less than thirty ten (3010) daysBusiness Days) whether or not such Purchaser Lender agrees, in its sole discretion, to make such proposed ratable increase to such PurchaserXxxxxx’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any Purchaser Lender not responding within such time period shall be deemed to have declined to consent to an increase in such PurchaserXxxxxx’s Commitment. In the event that one or more Purchasers Lenders fails to consent to all or any portion of any such request for an increase in its Commitment, the Borrower may (in consultation with the Administrative Agent may Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing PurchaserLenders as agreed in writing among the Borrower, the Administrative Agent and such willing Lenders (in each case, in their sole discretion), such that such Lenders’ increase in their Commitment exceeds each such Lender’s ratable share. Any such Purchaser Lender may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser Lender is increased in accordance with this Section 2.072.02(g), the Administrative Agent, the PurchaserLender, the Seller Borrower and the Servicer Servicers shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase and, if applicable, rebalance Capital among such. Notwithstanding anything to the Purchasers such that after giving effect theretocontrary in Section 12.01, the aggregate outstanding Capital Administrative Agent and the Borrower are expressly permitted, without the consent of the Purchasers is distributed ratably other Lenders, to amend (or amend and restate) the Transaction Documents to the extent necessary or appropriate in accordance with their respective Commitmentsthe reasonable opinion of the Administrative Agent to give effect to any increase pursuant to this Section 2.02(g); provided that no such amendment (or amendment and restatement) shall materially and adversely affect the rights or interests of any Lenders.

Increase in Facility Limit. Provided that no Event of Termination or Termination, Non-Reinvestment Event, Unmatured Event of Termination or Unmatured Non-Reinvestment Event has occurred and is continuing, upon notice to the Administrative Agent and each Group Agent, the Seller may request on a one-time basis an that each of the Committed Purchasers ratably increase in the Facility Limit for any Periodtheir respective Commitments, in an aggregate amount such that after giving effect thereto the Facility Limit shall not exceed (x) at any time during Period 1, $675,000,000, (y) at any time during Period 2, $580,000,000 and (z) at any time during Period 3, $750,000,0001,000,000,000; provided, that such request for an increase for any Period shall be in a minimum aggregate amount of $10,000,000 or integral multiples 50,000,000. At the time of $1,000,000 in excess thereof. Within ten (10) Business Days of receiving sending such notice from with respect to the SellerCommitted Purchasers, the Seller (in consultation with the Administrative Agent Agent) shall deliver a notice to the Purchasers specifying specify (i) the aggregate amount of such increase (such amount, the “Requested Facility Limit Increase”) and the proposed amount by which any Purchaser’s Commitment will be increased (such proposed amounts to be determined by the Administrative Agent in its sole discretion) and (ii) the time period within which any the Committed Purchasers with respect are requested to which a Commitment increase has been requested shall respond to such the Seller’s request (which shall in no event be less than thirty (30) days from the date of delivery of such notice by to the Administrative Agent). Each of the Committed Purchasers shall notify the Administrative Agent, the Seller and the Servicer within the applicable time period (which shall not be less than thirty (30) days) whether or not such Committed Purchaser agrees, in its sole discretion, to make such proposed ratable increase to such Committed Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any Committed Purchaser not responding within such time period shall be deemed to have declined to consent to an increase in such Committed Purchaser’s Commitment. In the event that one or more Committed Purchasers 751200428 16518096 fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent may Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Committed Purchaser as agreed in writing among the Seller, the Administrative Agent (and if such willing Committed Purchaser is not then a party to the Agreement, the Majority Group Agents) and such willing Committed Purchasers (in each case, in their sole discretion), such that such Committed Purchasers increase in their Commitment exceeds such Committed Purchaser’s ratable share. Any such Committed Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Committed Purchaser is increased in accordance with this Section 2.07, the Administrative Agent, the Group Agents, the Committed Purchaser, the Seller and the Servicer shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase and, if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers in each Group is distributed ratably in accordance with their respective Commitments.among the Groups. NON-REINVESTMENT EVENTS

Increase in Facility Limit. Provided that no Event The Borrower may, on any Business Day prior to the Facility Termination Date, with the written consent of Termination the Administrative Agent, request an increase of the Facility Limit by delivering a request substantially in the form attached hereto as Exhibit VII (each, a “Facility Limit Increase Request”) or Unmatured Event of Termination has occurred and is continuing, upon notice in such other form acceptable to the Administrative Agent, the Seller may request on a one-time basis an increase in the . A Facility Limit for any Period, in an aggregate amount such that after giving effect thereto the Facility Limit shall not exceed (x) Increase Request must be delivered at any time during Period 1, $675,000,000, (y) at any time during Period 2, $580,000,000 and (z) at any time during Period 3, $750,000,000; provided, that such request for an increase for any Period shall be in a minimum aggregate amount of $10,000,000 or integral multiples of $1,000,000 in excess thereof. Within least ten (10) Business Days of receiving such notice from the Seller, the Administrative Agent shall deliver a notice prior to the Purchasers specifying (i) the aggregate amount desired effective date of such increase (such amount, the “Requested Facility Limit Increase”) and shall identify an additional Lender (or additional Commitments for existing Lender(s)), which additional Lender(s) shall be reasonably acceptable to the proposed Administrative Agent (other than in the case of SunTrust, which shall be deemed acceptable), and the amount by which any Purchaser’s of its Commitment will (or additional amount of the existing Lender Commitment(s)). Any Facility Limit Increase shall be increased subject to the following conditions: (a) the aggregate amount of all such proposed amounts Facility Limit Increases shall not exceed $100,000,000 (or such greater amount as may be agreed to be determined in writing by the Administrative Agent in its sole discretionand the Required Lenders) and (ii) the time period within which any Purchasers with respect to which a Commitment increase has been requested such Facility Limit Increase shall respond to such request (which shall be in no event be an amount not less than thirty $25,000,000 (30) days from the date of delivery of or such notice lesser amount then agreed to by the Administrative Agent). Each ; (b) no Potential Amortization Event or Amortization Event shall have occurred and be continuing at the time of the Purchasers request or the effective date of the Increase; (c) each of the representations and warranties set forth in Article III and in the other Transaction Documents shall notify be and remain true and correct in all material respects on the effective date of such Increase after giving effect to such Increase, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date; and (d) the satisfaction of the conditions set forth in Article IV. The effective date of the Facility Limit Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the Seller and the Servicer within the applicable time period (which shall not be less than thirty (30) days) whether or not such Purchaser agrees, in its sole discretion, to make such proposed increase to such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any Purchaser not responding within such time period Schedule A shall be deemed amended to have declined to consent to an increase in such Purchaser’s Commitment. In reflect the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Administrative Agent may request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this Section 2.07, the Administrative Agent, the Purchaser, the Seller Increase and the Servicer shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase andnew Lender (or, if applicable, rebalance Capital among the Purchasers existing Lender) shall advance Loans in an amount sufficient such that after giving effect to its Loans each Lender shall have outstanding its Percentage of all Loans outstanding under the Commitments. The Borrower agrees to pay the expenses of the Administrative Agent (including reasonable attorneys’ fees) relating to any Facility Limit 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 written consent thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably in accordance with their respective Commitmentsand each Lender may at its option, unconditionally and without cause, decline to increase its Commitment.

Increase in Facility Limit. Provided that no Event of Termination or Unmatured Event of Termination has occurred and is continuing, upon Upon notice to the Administrative AgentPurchaser Agent and each Purchaser, the Seller may request on a one-time basis at any one or more times after the Closing Date that each of the Purchasers ratably increase their respective unused Commitments (an increase in “Incremental Commitment”). The total amount of the Facility Limit for any Period, in an aggregate amount such that after giving effect thereto the Facility Limit Incremental Commitments shall not exceed (x) at any $75,000,000. At the time during Period 1, $675,000,000, (y) at any time during Period 2, $580,000,000 and (z) at any time during Period 3, $750,000,000; provided, that such request for an increase for any Period shall be in a minimum aggregate amount of $10,000,000 or integral multiples of $1,000,000 in excess thereof. Within ten (10) Business Days of receiving sending such notice from the Seller, the Administrative Agent shall deliver a notice with respect to the Purchasers specifying (i) and the aggregate amount of such increase (such amountPurchaser Agent, the “Requested Facility Limit Increase”) and the proposed amount by which any Purchaser’s Commitment will be increased Seller shall specify (such proposed amounts to be determined by the Administrative Agent in its sole discretion) and (iix) the time period within which any the Purchasers with respect are requested to which a Commitment increase has been requested shall respond to such the Seller’s request (which shall in no event be less than thirty ten (3010) days from the date of delivery of such notice by to the Administrative Purchaser Agent)) and (y) the amount of the Incremental Commitment being requested, which shall be in a minimum amount of $1,000,000. Each of the Purchasers shall notify the Administrative Agent, Purchaser Agent and the Seller and the Servicer within the [MoneyLion] Master Receivables Purchase Agreement applicable time period (which shall not be less than thirty (30) days) whether or not such Purchaser agrees, in its sole discretion, to make such proposed ratable increase to such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any Purchaser not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Administrative Agent Seller may request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchasers as agreed in writing among the Seller and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this Section 2.0716, the Administrative Purchaser Agent, the PurchaserPurchasers, the Seller and the Servicer shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase and, if applicable, rebalance Capital among in the Purchasers Facility Limit. On the effective date of such that after giving effect theretoincrease, the aggregate outstanding Capital Seller shall pay to each Purchaser that has increased its Commitment, through the Purchaser Agent, a non-refundable upsize fee (the “Upsize Fee”) in an amount equal to the product of (x) 1.00% and (y) the Purchasers is distributed ratably in accordance with their respective Commitments.amount by which the Purchaser has increased its Commitment. [MoneyLion] Master Receivables Purchase Agreement

Increase in Facility Limit. Provided that no Event of Termination or Unmatured Event of Termination has occurred and is continuingThe Borrower may, upon notice on any Business Day prior to the Administrative AgentCommitment Termination Date, with the Seller may request on a one-time basis an written consent of the Administrator and the Issuing Lender, increase in the Facility Limit for any Periodby delivering a request substantially in the form attached hereto as Exhibit J (each, in an aggregate amount such that after giving effect thereto the a “Facility Limit shall not exceed (xIncrease Request”) or in such other form acceptable to the Administrator at any time during Period 1, $675,000,000, (y) at any time during Period 2, $580,000,000 and (z) at any time during Period 3, $750,000,000; provided, that such request for an increase for any Period shall be in a minimum aggregate amount of $10,000,000 or integral multiples of $1,000,000 in excess thereof. Within least ten (10) Business Days of receiving such notice from the Seller, the Administrative Agent shall deliver a notice prior to the Purchasers specifying (i) the aggregate amount desired effective date of such increase (such amount, the “Requested Facility Limit Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s)), and the proposed amount by which of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any Purchaser’s Commitment increase of the Facility Limit to an amount in excess of $750,000,000 will be increased (such proposed amounts to be determined by require the Administrative Agent in its sole discretion) and approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Limit shall be in an amount not less than $25,000,000, (iii) no Significant Event or Unmatured Significant Event shall have occurred and be continuing at the time period within which any Purchasers with respect of the request or the effective date of the Facility Limit Increase, (iv) all representations and warranties contained in Article VIII hereof (as the same may be amended from time to which a time) shall be true and correct in all material respects at the time of such request and on the effective date of such Facility Limit Increase, and (v) unless such increase is increasing the Commitment increase has been requested of an existing Lender, the Administrator shall respond have provided its written consent to such request increase (which shall in no event be less than thirty (30) days from the date of delivery of such notice by the Administrative Agent). Each of the Purchasers shall notify the Administrative Agent, the Seller and the Servicer within the applicable time period (which consent shall not be less than thirty (30) days) whether unreasonably withheld or not such Purchaser agrees, in its sole discretion, to make such proposed increase to such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitmentdelayed). Any Purchaser not responding within such time period The effective date of the Facility Limit Increase shall be deemed to have declined to consent to an increase in such Purchaser’s Commitmentagreed upon by the Borrower and the Administrator. In Upon the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitmenteffectiveness thereof, the Administrative Agent may request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this Section 2.07, the Administrative Agent, the Purchaser, the Seller and the Servicer shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase andnew Lender(s) (or, if applicable, rebalance Capital among the Purchasers 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 the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 2.6 hereof. The Borrower agrees to pay any reasonable expenses of the Administrator relating to any Facility Limit 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, the aggregate outstanding Capital of the Purchasers is distributed ratably in accordance with their respective Commitmentsand each Lender may at its option, unconditionally and without cause, decline to increase its Commitment.

Increase in Facility Limit. Provided that no Event of Termination or Termination, Non-Reinvestment Event, Unmatured Event of Termination or Unmatured Non-Reinvestment Event has occurred and is continuing, upon notice to the Administrative Agent and each Group Agent, the Seller may request on a one-time basis an that each of the Committed Purchasers ratably increase in the Facility Limit for any Periodtheir respective Commitments, in an aggregate amount such that after giving effect thereto the Facility Limit shall not exceed (x) at any time during Period 1, $675,000,000, (y) at any time during Period 2, $580,000,000 and (z) at any time during Period 3, $750,000,0001,000,000,000; provided, that such request for an increase for any Period shall be in a minimum aggregate amount of $10,000,000 or integral multiples 50,000,000. At the time of $1,000,000 in excess thereof. Within ten (10) Business Days of receiving sending such notice from with respect to the SellerCommitted Purchasers, the Seller (in consultation with the Administrative Agent Agent) shall deliver a notice to the Purchasers specifying specify (i) the aggregate amount of such increase (such amount, the “Requested Facility Limit Increase”) and the proposed amount by which any Purchaser’s Commitment will be increased (such proposed amounts to be determined by the Administrative Agent in its sole discretion) and (ii) the time period within which any the Committed Purchasers with respect are requested to which a Commitment increase has been requested shall respond to such the Seller’s request (which shall in no event be less than thirty (30) days from the date of delivery of such notice by to the Administrative Agent). Each of the Committed Purchasers shall notify the Administrative Agent, the Seller and the Servicer within the applicable time period (which shall not be less than thirty (30) days) whether or not such Committed Purchaser agrees, in its sole discretion, to make such proposed ratable increase to such Committed Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any Committed Purchaser not responding within such time period shall be deemed to have declined to consent to an increase in such PurchaserCommitted Purchaser ’s Commitment. In the event that one or more Committed Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent may Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Committed Purchaser as agreed in writing among the Seller, the Administrative Agent (and if such willing Committed Purchaser is not then a party to the Agreement, the Majority Group Agents) and such willing Committed Purchasers (in each case, in their sole discretion), such that such Committed Purchasers increase in their Commitment exceeds such Committed Purchaser’s ratable share. Any such Committed Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Committed Purchaser is increased in accordance with this Section 2.07, the Administrative Agent, the Group Agents, the Committed Purchaser, the Seller and the Servicer shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase and, if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers in each Group is distributed ratably in accordance with their respective Commitmentsamong the Groups.

Increase in Facility Limit. Provided that no Event The Borrower may, on any Business Day prior to the Facility Termination Date, with the written consent of Termination the Administrative Agent, request an increase of the Facility Limit by delivering a request substantially in the form attached hereto as Exhibit VII (each, a “Facility Limit Increase Request”) or Unmatured Event of Termination has occurred and is continuing, upon notice in such other form acceptable to the Administrative Agent. A Facility Limit Increase Request must be delivered at least ten (10) Business Days prior to the desired effective date of such increase (the “Facility Limit Increase”) and shall identify an additional Lender (or additional Commitments for existing Lender(s)), which additional Lender(s) shall be reasonably acceptable to the Seller may request on a one-time basis an increase Administrative Agent (other than in the case of Truist, which shall be deemed acceptable), and the amount of its Commitment (or additional amount of the existing Lender Commitment(s)). Any Facility Limit for any Period, in an aggregate amount Increase shall be subject to the following conditions: (a) on the effective date of such that increase after giving effect thereto to such increase, the Facility Limit shall not exceed $500,000,000 (x) at any time during Period 1, $675,000,000, (y) at any time during Period 2, $580,000,000 and (z) at any time during Period 3, $750,000,000; provided, that or such request for an increase for any Period shall greater amount as may be agreed to in a minimum aggregate amount of $10,000,000 or integral multiples of $1,000,000 in excess thereof. Within ten (10) Business Days of receiving such notice from the Seller, the Administrative Agent shall deliver a notice to the Purchasers specifying (i) the aggregate amount of such increase (such amount, the “Requested Facility Limit Increase”) and the proposed amount by which any Purchaser’s Commitment will be increased (such proposed amounts to be determined writing by the Administrative Agent in its sole discretionand the Required Lenders) and (ii) the time period within which any Purchasers with respect to which a Commitment increase has been requested such Facility Limit Increase shall respond to such request (which shall be in no event be an amount not less than thirty $25,000,000 (30) days from the date of delivery of or such notice lesser amount then agreed to by the Administrative Agent). Each ; (b) no Potential Amortization Event or Amortization Event shall have occurred and be continuing at the time of the Purchasers request or the effective date of the Increase; (c) each of the representations and warranties set forth in Article III and in the other Transaction Documents shall notify be and remain true and correct in all material respects on the effective date of such Increase after giving effect to such Increase, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date; and (d) the satisfaction of the conditions set forth in Article IV. The effective date of the Facility Limit Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the Seller and the Servicer within the applicable time period (which shall not be less than thirty (30) days) whether or not such Purchaser agrees, in its sole discretion, to make such proposed increase to such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any Purchaser not responding within such time period Schedule A shall be deemed amended to have declined to consent to an increase in such Purchaser’s Commitment. In reflect the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Administrative Agent may request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this Section 2.07, the Administrative Agent, the Purchaser, the Seller Increase and the Servicer shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase andnew Lender (or, if applicable, rebalance Capital among the Purchasers existing Lender) shall advance Loans in an amount sufficient such that after giving effect thereto, to its Loans each Lender shall have outstanding its Percentage of all Loans outstanding under the aggregate outstanding Capital Commitments. The Borrower agrees to pay the expenses of the Purchasers is distributed ratably in accordance with their respective Commitments.Administrative Agent (including reasonable attorneys’ fees) relating to any

Increase in Facility Limit. Provided that no Event of Termination or Unmatured Event of Termination has occurred and is continuing, upon Upon notice to the Administrative AgentPurchaser Agent and each Purchaser, the Seller may request on a one-time basis at any one or more times after the Closing Date that each of the Purchasers ratably increase their respective unused Commitments (an increase in “Incremental Commitment”). The total amount of the Facility Limit for any Period, in an aggregate amount such that after giving effect thereto the Facility Limit Incremental Commitments shall not exceed (x) at any $75,000,000. At the time during Period 1, $675,000,000, (y) at any time during Period 2, $580,000,000 and (z) at any time during Period 3, $750,000,000; provided, that such request for an increase for any Period shall be in a minimum aggregate amount of $10,000,000 or integral multiples of $1,000,000 in excess thereof. Within ten (10) Business Days of receiving sending such notice from the Seller, the Administrative Agent shall deliver a notice with respect to the Purchasers specifying (i) and the aggregate amount of such increase (such amountPurchaser Agent, the “Requested Facility Limit Increase”) and the proposed amount by which any Purchaser’s Commitment will be increased Seller shall specify (such proposed amounts to be determined by the Administrative Agent in its sole discretion) and (iix) the time period within which any the Purchasers with respect are requested to which a Commitment increase has been requested shall respond to such the Seller’s request (which shall in no event be less than thirty ten (3010) days from the date of delivery of such notice by to the Administrative Purchaser Agent)) and (y) the amount of the Incremental Commitment being requested, which shall be in a minimum amount of $1,000,000. Each of the Purchasers shall notify the Administrative Agent, Purchaser Agent and the Seller and the Servicer within the applicable time period (which shall not be less than thirty (30) days) whether or not such Purchaser agrees, in its sole discretion, to make such proposed ratable increase to such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any Purchaser not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Administrative Agent Seller may request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchasers as agreed in writing among the Seller and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this Section 2.0716, the Administrative Purchaser Agent, the PurchaserPurchasers, the Seller and the Servicer shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase and, if applicable, rebalance Capital among in the Purchasers Facility Limit. On the effective date of such that after giving effect theretoincrease, the aggregate outstanding Capital Seller shall pay to each Purchaser that has increased its Commitment, through the Purchaser Agent, a non-refundable upsize fee (the “Upsize Fee”) in an amount equal to the product of (x) 1.00% and (y) the Purchasers is distributed ratably in accordance with their respective Commitmentsamount by which the Purchaser has increased its Commitment.