Common use of Increase in the Maximum Commitment Clause in Contracts

Increase in the Maximum Commitment. Provided there exists no Event of Default or, to the knowledge of any Borrower or Administrative Agent, Potential Default on the effective date of the increase, and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers shall have paid to Administrative Agent, for the benefit of each Lender that increases its Commitment or provides a new Commitment, the Facility Increase Fee; (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity Date; and (iv) the Borrowers shall deliver to Administrative Agent not less than five (5) Business Days prior to the proposed facility increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effect. For the avoidance of doubt, such increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree to execute such documents as Administrative Agent may reasonably request to give effect to such increase.

Increase in the Maximum Commitment. Provided there exists no Event of Default or, to the knowledge of any Borrower or Administrative Agent, Potential Default on the effective date of the increase, and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: (ia) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (iib) on or prior to the proposed date of such increase, Borrowers shall have paid to Administrative Agent, for the benefit of each Lender that increases its Commitment or provides a new Commitment, the Facility Increase Fee; a fee in an amount equal to 25 basis points (iii0.25%) the Borrowers shall have delivered to the Lenders a of such increased or new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity DateCommitment; and (ivc) the Borrowers shall deliver to provide Administrative Agent not less than five (5) Business Days prior such evidence of their power and authority to the proposed facility effectuate such increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effectas Administrative Agent may reasonably request. For the avoidance of doubt, such increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree to execute such documents as Administrative Agent may reasonably request to give effect to such increase.

Increase in the Maximum Commitment. Provided there exists no Event of Default or, to the knowledge of any Borrower or Administrative Agent, Potential Default on the effective date of the increase, and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers shall have paid to Administrative Structuring Agent, for the benefit of each Lender that increases its Commitment or provides a new Commitment, the Facility Increase Fee; (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity Date; and (iv) the Borrowers shall deliver to Administrative Agent not less than five (5) Business Days prior to the proposed facility increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effect. For the avoidance of doubt, such increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree to execute such documents as Administrative Agent may reasonably request to give effect to such increase.

Increase in the Maximum Commitment. Provided there exists no Event of Default or, to the knowledge of any Borrower or Administrative Agent, Potential Default on the effective date of the increase, and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers shall have paid to Administrative Agent, for the benefit of each Lender that increases its Commitment or provides a new Commitment, the Facility Increase Feea fee in an amount equal to 20 basis points (0.20%) of such increased or new Commitment; and (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by provide Administrative Agent prior such evidence of their power and authority to the effectiveness of any extension to the Maturity Date; and (iv) the Borrowers shall deliver to effectuate such increase as Administrative Agent not less than five (5) Business Days prior to the proposed facility increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effectmay reasonably request. For the avoidance of doubt, such increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree to execute such documents as Administrative Agent may reasonably request to give effect to such increase.

Increase in the Maximum Commitment. Provided there exists no Event (a) Administrative Agent shall, at the request of Default orBorrower from time to time, increase the Maximum Commitment to the knowledge amount requested by Borrower by: (x) admitting additional committed lenders hereunder (each, a “Subsequent Committed Lender”); or (y) increasing the Commitment of any Borrower Committed Lender (each, an “Increasing Committed Lender”); or Administrative Agentboth, Potential Default on the effective date of the increase, and subject to compliance with the terms belowfollowing conditions and Section 2.17(c): (i) Borrower shall have delivered to Administrative Agent the Facility Increase Request (and Administrative Agent shall promptly deliver copies of such notice to Funding Agents); (ii) If requested pursuant to Section 3.01, upon written notice Borrower shall, as applicable, execute a new Note payable to each Subsequent Committed Lender and Increasing Committed Lender; (iii) Borrower shall have delivered to Administrative Agent, Borrowers in each case in form and substance satisfactory to Administrative Agent in its sole discretion, (A) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower Party as Administrative Agent may reasonably require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the requested increase, this Credit Agreement and the other Loan Documents to which such Borrower Party is a party; and (B) a favorable opinion of counsel to the Borrower Parties, covering such matters relating to the requested increase and the other transactions contemplated hereby, and the Borrower Parties hereby request that such counsel deliver such opinion; provided, however, Administrative Agent may, in its sole discretion, waive or deem satisfied any of the Lenders foregoing conditions in this Section 2.17(a)(iii) at any time and from time to time; (iv) After giving effect to the increase in the Committed Lender’s Commitment, the Maximum Commitment. The Maximum Commitment shall will not exceed $300,000,000. Such the Maximum Accordion Amount; (v) The increase in the aggregate amount of Committed Lenders’ Commitments shall be effective upon in the satisfaction minimum amount of $10,000,000; (vi) No Default or Event of Default shall have occurred and be continuing or would result from such increase in the Committed Lenders’ Commitments; (vii) As of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers the representations and warranties contained in Section 8 shall have paid be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct in all material respects as of such earlier date and except that for the purposes of this Section 2.17(a)(vii), the representations and warranties contained in Section 8.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 9.01; (viii) Administrative Agent consents to such Facility Increase Request; and (ix) Borrower shall pay the applicable Facility Increase Fee. (b) With respect to each Facility Increase Request delivered pursuant to Section 2.17(a)(i), Administrative Agent agrees that: (i) Administrative Agent will use its best efforts to syndicate the requested increase of the Maximum Commitment; (ii) Each Subsequent Committed Lender shall be approved (not to be unreasonably withheld, delayed or conditioned) in writing by the Administrative Agent and the Borrower; and (iii) Administrative Agent shall cause: (A) unless previously agreed in writing, each Increasing Committed Lender to consent to such increase in writing; and (B) each Subsequent Committed Lender to execute a joinder to this Credit Agreement in the form of Exhibit K. (c) Notwithstanding anything else in the foregoing: (i) no admission of any Subsequent Committed Lender shall increase the Commitment of any existing Committed Lender without such existing Committed Lender’s consent; (ii) no Committed Lender shall become an Increasing Committed Lender without such Committed Lender’s consent; and (iii) except for an increase in connection with Section 2.17, no increase will be permitted after Borrower has decreased the Maximum Commitment under Section 3.06. (d) If Administrative Agent deems it advisable, Borrower and each Lender agree to execute an amendment to this Credit Agreement, in form and substance reasonably acceptable to Administrative Agent, for the benefit of each Lender that increases its Commitment or provides a new Commitment, the Facility Increase Fee; (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity Date; and (iv) the Borrowers shall deliver to Administrative Agent not less than five (5) Business Days prior to the proposed facility document an increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effect. For the avoidance of doubt, such increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree pursuant to execute such documents as Administrative Agent may reasonably request to give effect to such increasethis Section 2.17.

Increase in the Maximum Commitment. Provided there exists no (a) Administrative Agent shall, at the request of Borrower from time to time, increase the Maximum Commitment to the amount requested by Borrower by: (x) admitting additional committed lenders hereunder (each, a “Subsequent Committed Lender”); or (y) increasing the Commitment of any Committed Lender (each, an “Increasing Committed Lender”); or both, subject to the following conditions and Section 2.14(c): (i) Borrower shall have delivered to Administrative Agent the Facility Increase Request (and Administrative Agent shall promptly deliver copies of such notice to Funding Agents); (ii) If requested pursuant to Section 3.01, Borrower shall, as applicable, execute a new Note payable to each Subsequent Committed Lender and Increasing Committed Lender; (iii) After giving effect to the increase in the Committed Lender’s Commitment, the Maximum Commitment will not exceed the Maximum Accordion Amount; (iv) The increase in the aggregate amount of Committed Lenders’ Commitments shall be in the minimum amount of $10,000,000; (v) No Default or Event of Default or, to shall have occurred and be continuing or would result from such increase in the knowledge of any Borrower or Administrative Agent, Potential Default on the effective date Committed Lenders’ Commitments; (vi) As of the increase, and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers the representations and warranties contained in Section 8 shall have paid be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct as of such earlier date and except that for the purposes of this Section 2.14(a)(vi), the representations and warranties contained in Section 8.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 9.01; and (vii) Borrower shall pay the applicable Facility Increase Fee. (b) With respect to each Facility Increase Request delivered pursuant to Section 2.14(a)(i), Administrative Agent agrees that: (i) Administrative Agent will use its best efforts to syndicate the requested increase of the Maximum Commitment; (ii) each Subsequent Committed Lender shall be approved (not to be unreasonably withheld or delayed) in writing by the Administrative Agent and the Borrower; and (iii) Administrative Agent shall cause: (A) unless previously agreed in writing, each Increasing Committed Lender to consent to such increase in writing; and (B) each Subsequent Committed Lender to execute a joinder to this Credit Agreement in the form of Exhibit K. (c) Notwithstanding anything else in the foregoing: (i) no admission of any Subsequent Committed Lender shall increase the Commitment of any existing Committed Lender without such existing Committed Lender’s consent; (ii) no Committed Lender shall become an Increasing Committed Lender without such Committed Lender’s consent; and (iii) except for an increase in connection with Section 2.13, no increase will be permitted after Borrower has decreased the Maximum Commitment under Section 3.06. (d) If Administrative Agent deems it advisable, Borrower and each Lender agree to execute an amendment to this Credit Agreement, in form and substance acceptable to Administrative Agent, for the benefit of each Lender that increases its Commitment or provides a new Commitment, the Facility Increase Fee; (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity Date; and (iv) the Borrowers shall deliver to Administrative Agent not less than five (5) Business Days prior to the proposed facility document an increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effect. For the avoidance of doubt, such increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree pursuant to execute such documents as Administrative Agent may reasonably request to give effect to such increasethis Section 2.14.

Increase in the Maximum Commitment. Provided there exists no (a) Administrative Agent shall, at the request of Borrower from time to time, increase the Maximum Commitment to the amount requested by Borrower by: (x) admitting additional committed lenders hereunder (each, a “Subsequent Committed Lender”); or (y) increasing the Commitment of any Committed Lender (each, an “Increasing Committed Lender”); or both, subject to the following conditions and Section 2.17(c): (i) Borrower shall have delivered to Administrative Agent the Facility Increase Request (and Administrative Agent shall promptly deliver copies of such notice to Funding Agents); (ii) If requested pursuant to Section 3.01, Borrower shall, as applicable, execute a new Note payable to each Subsequent Committed Lender and Increasing Committed Lender; (iii) After giving effect to the increase in the Committed Lender’s Commitment, the Maximum Commitment will not exceed the Maximum Accordion Amount; (iv) The increase in the aggregate amount of Committed Lenders’ Commitments shall be in the minimum amount of $10,000,000; (v) No Default or Event of Default or, to shall have occurred and be continuing or would result from such increase in the knowledge of any Borrower or Administrative Agent, Potential Default on the effective date Committed Lenders’ Commitments; (vi) As of the increase, and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers the representations and warranties contained in Section 8 shall have paid be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct in all material respects as of such earlier date and except that for the purposes of this Section 2.17(a)(vi), the representations and warranties contained in Section 8.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 9.01; (vii) Administrative Agent consents to such Facility Increase Request; and (viii) Borrower shall pay the applicable Facility Increase Fee. (b) With respect to each Facility Increase Request delivered pursuant to Section 2.17(a)(i), Administrative Agent agrees that: (i) Administrative Agent will use its best efforts to syndicate the requested increase of the Maximum Commitment; (ii) Each Subsequent Committed Lender shall be approved (not to be unreasonably withheld or delayed) in writing by the Administrative Agent and the Borrower; and (iii) Administrative Agent shall cause: (A) unless previously agreed in writing, each Increasing Committed Lender to consent to such increase in writing; and (B) each Subsequent Committed Lender to execute a joinder to this Credit Agreement in the form of Exhibit K. (c) Notwithstanding anything else in the foregoing: (i) no admission of any Subsequent Committed Lender shall increase the Commitment of any existing Committed Lender without such existing Committed Lender’s consent; (ii) no Committed Lender shall become an Increasing Committed Lender without such Committed Lender’s consent; and (iii) except for an increase in connection with Section 2.17, no increase will be permitted after Borrower has decreased the Maximum Commitment under Section 3.06. (d) If Administrative Agent deems it advisable, Borrower and each Lender agree to execute an amendment to this Credit Agreement, in form and substance acceptable to Administrative Agent, for the benefit of each Lender that increases its Commitment or provides a new Commitment, the Facility Increase Fee; (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity Date; and (iv) the Borrowers shall deliver to Administrative Agent not less than five (5) Business Days prior to the proposed facility document an increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effect. For the avoidance of doubt, such increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree pursuant to execute such documents as Administrative Agent may reasonably request to give effect to such increasethis Section 2.17.

Increase in the Maximum Commitment. Provided there exists no (a) Administrative Agent shall, at the request of Borrower from time to time, increase the Maximum Commitment to the amount requested by Borrower by: (x) admitting additional committed lenders hereunder (each, a “Subsequent Committed Lender”); or (y) increasing the Commitment of any Committed Lender (each, an “Increasing Committed Lender”); or both, subject to the following conditions and Section 2.17(c): (i) Borrower shall have delivered to Administrative Agent the Facility Increase Request (and Administrative Agent shall promptly deliver copies of such notice to Funding Agents); (ii) If requested pursuant to Section 3.01, Borrower shall, as applicable, execute a new Note payable to each Subsequent Committed Lender and Increasing Committed Lender; (iii) After giving effect to the increase in the Committed Lender’s Commitment, the Maximum Commitment will not exceed the Maximum Accordion Amount; (iv) The increase in the aggregate amount of Committed Lenders’ Commitments shall be in the minimum amount of $10,000,000; (v) No Default or Event of Default or, to shall have occurred and be continuing or would result from such increase in the knowledge of any Borrower or Administrative Agent, Potential Default on the effective date Committed Lenders’ Commitments; (vi) As of the increase, and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers the representations and warranties contained in Section 8 shall have paid be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct as of such earlier date and except that for the purposes of this Section 2.17(a)(vi), the representations and warranties contained in Section 8.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 9.01; and (vii) Borrower shall pay the applicable Facility Increase Fee. (b) With respect to each Facility Increase Request delivered pursuant to Section 2.17(a)(i), Administrative Agent agrees that: (i) Administrative Agent will use its best efforts to syndicate the requested increase of the Maximum Commitment; (ii) each Subsequent Committed Lender shall be approved (not to be unreasonably withheld or delayed) in writing by the Administrative Agent and the Borrower; and (iii) Administrative Agent shall cause: (A) unless previously agreed in writing, each Increasing Committed Lender to consent to such increase in writing; and (B) each Subsequent Committed Lender to execute a joinder to this Credit Agreement in the form of Exhibit K. (c) Notwithstanding anything else in the foregoing: (i) no admission of any Subsequent Committed Lender shall increase the Commitment of any existing Committed Lender without such existing Committed Lender’s consent; (ii) no Committed Lender shall become an Increasing Committed Lender without such Committed Lender’s consent; and (iii) except for an increase in connection with Section 2.16, no increase will be permitted after Borrower has decreased the Maximum Commitment under Section 3.06. (d) If Administrative Agent deems it advisable, Borrower and each Lender agree to execute an amendment to this Credit Agreement, in form and substance acceptable to Administrative Agent, for the benefit of each Lender that increases its Commitment or provides a new Commitment, the Facility Increase Fee; (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity Date; and (iv) the Borrowers shall deliver to Administrative Agent not less than five (5) Business Days prior to the proposed facility document an increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effect. For the avoidance of doubt, such increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree pursuant to execute such documents as Administrative Agent may reasonably request to give effect to such increasethis Section 2.17.

Increase in the Maximum Commitment. Provided there exists no Event of Default or, (a) Subject to the knowledge internal credit approval of the Administrative Agent and the written consent of the Administrative Agent and each Lender, such consent, in each case, not to be unreasonably withheld, conditioned or delayed, the Administrative Agent shall, at the request of the Borrowers in a Fund Group, increase the applicable Fund Group Sublimit and the Maximum Commitment to the amount requested by the Borrowers in the applicable Fund Group by (x) admitting Eligible Assignee as additional lenders hereunder (each, a “Subsequent Lender”); or (y) increasing the Commitment of any Borrower or Administrative AgentLender (each such Lender, Potential Default on the effective date of the increasean “Increasing Lender”), and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: and Section 2.16(b): (i) The Borrowers in the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers shall have paid to Administrative Agent, for the benefit of each Lender that increases its Commitment or provides a new Commitment, the Facility Increase Fee; (iii) the Borrowers applicable Fund Group shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity Date; and a Facility Increase Request no later than fifteen (iv) the Borrowers shall deliver to Administrative Agent not less than five (515) Business Days prior to the proposed facility increase effective date of the requested increase; (ii) The Borrowers in the applicable Fund Group shall, to the extent requested by such Lender as applicable, execute (x) a Facility Increase Request and resolutions adopted by new Note payable to each Subsequent Lender, or (y) a replacement Note payable to each Increasing Lender; (iii) Sufficient Available Commitment generated from Unfunded Commitments of Borrowing Base Investors exists to permit the Borrowers approving or consenting in the applicable Fund Group to borrow up to the Fund Group Sublimit after giving effect to such increaseincreased Fund Group Sublimit; (iv) After giving effect to (x) the increase in the Commitment of each Increasing Lender, certified by a Responsible Officer and (y) the addition to the aggregate amount of the Borrowers that such resolutions are true and correct copies thereof and are Commitments of each Subsequent Lender, the Maximum Commitment will not exceed $1,000,000,000; (v) The increase in full force and effect. For the avoidance aggregate amount of doubt, such increase will the Lenders’ Commitments (in the aggregate) shall be on in the same terms as contained herein minimum amount of $10,000,000; (vi) No Event of Default or Potential Default with respect to the Commitments applicable Fund Group has occurred and is continuing or would result from such increase in the Lenders’ Commitments; (vii) As of the date of such increase, the representations and warranties contained in this Credit Agreement and the Loans. No other Loan Documents shall be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct as of such earlier date and except that for the purposes of this Section 2.16(a)(vii), the representations and warranties contained in Section 8 of this Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 9; and (viii) The Borrowers in the applicable Fund Group shall pay (at the time of the effectiveness of such increase) the Facility Increase Fee. (b) Notwithstanding anything else in the foregoing, (i) no admission of a Subsequent Lender will be required shall increase the Commitment of any existing Lender without such existing Lender’s consent, and (ii) no Lender shall become an Increasing Lender without such Lender’s consent. (c) If the Lenders deem it advisable in their sole discretion, each Borrower and each Lender agrees to commitexecute an amendment to this Credit Agreement, nor shall any Lender have any preemptive rightin form and substance reasonably acceptable to each of the Lenders and each Borrower, to provide document an increase in the Fund Group Sublimit and Maximum Commitment pursuant to this Section 2.16(c). In connection with any portion such increase of the Maximum Commitment, the Administrative Agent shall cause each Subsequent Lender to execute a joinder to this Credit Agreement in a form acceptable to the Administrative Agent, which may include the execution of a signature page to this Credit Agreement. (d) If a Fund Group Sublimit and the Maximum Commitment are increased in accordance with this Section 2.16, the Administrative Agent and the Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers Administrative Agent shall promptly notify Borrower and the Lenders agree to execute such documents as Administrative Agent may reasonably request to give effect to of the Increase Effective Date and the final allocation of such increase.

Increase in the Maximum Commitment. Provided there exists no (a) Administrative Agent shall, at the request of Borrower from time to time, increase the Maximum Commitment to the amount requested by Borrower by: (x) admitting additional committed lenders hereunder (each, a “Subsequent Committed Lender”); or (y) increasing the Commitment of any Committed Lender (each, an “Increasing Committed Lender”); or both, subject to the following conditions and Section 2.17(c): (i) Borrower shall have delivered to Administrative Agent the Facility Increase Request (and Administrative Agent shall promptly deliver copies of such notice to Funding Agents); (ii) If requested pursuant to Section 3.01, Borrower shall, as applicable, execute a new Note payable to each Subsequent Committed Lender and Increasing Committed Lender; (iii) After giving effect to the increase in the Committed Lender’s Commitment, the Maximum Commitment will not exceed the Maximum Accordion Amount; (iv) The increase in the aggregate amount of Committed Lenders’ Commitments shall be in the minimum amount of $10,000,000; (v) No Default or Event of Default or, to shall have occurred and be continuing or would result from such increase in the knowledge of any Borrower or Administrative Agent, Potential Default on the effective date Committed Lenders’ Commitments; (vi) As of the increase, and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers the representations and warranties contained in Section 8 shall have paid be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct as of such earlier date and except that for the purposes of this Section 2.17(a)(vi), the representations and warranties contained in Section 8.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 9.01; (vii) Administrative Agent consents to such Facility Increase Request; and (viii) Borrower shall pay the applicable Facility Increase Fee. (b) With respect to each Facility Increase Request delivered pursuant to Section 2.17(a)(i), Administrative Agent agrees that: (i) Administrative Agent will use its best efforts to syndicate the requested increase of the Maximum Commitment; (ii) Each Subsequent Committed Lender shall be approved (not to be unreasonably withheld or delayed) in writing by the Administrative Agent and the Borrower; and (iii) Administrative Agent shall cause: (A) unless previously agreed in writing, each Increasing Committed Lender to consent to such increase in writing; and (B) each Subsequent Committed Lender to execute a joinder to this Credit Agreement in the form of Exhibit K. (c) Notwithstanding anything else in the foregoing: (i) no admission of any Subsequent Committed Lender shall increase the Commitment of any existing Committed Lender without such existing Committed Lender’s consent; (ii) no Committed Lender shall become an Increasing Committed Lender without such Committed Lender’s consent; and (iii) except for an increase in connection with Section 2.17, no increase will be permitted after Borrower has decreased the Maximum Commitment under Section 3.06. (d) If Administrative Agent deems it advisable, Borrower and each Lender agree to execute an amendment to this Credit Agreement, in form and substance acceptable to Administrative Agent, for the benefit of each Lender that increases its Commitment or provides a new Commitment, the Facility Increase Fee; (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity Date; and (iv) the Borrowers shall deliver to Administrative Agent not less than five (5) Business Days prior to the proposed facility document an increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effect. For the avoidance of doubt, such increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree pursuant to execute such documents as Administrative Agent may reasonably request to give effect to such increasethis Section 2.17.

Increase in the Maximum Commitment. Provided there exists no Event of Default or, to the knowledge of any Borrower or Administrative Agent, Potential Default on the effective date of the increase, and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers shall have paid to Administrative AdministrativeStructuring Agent, for the benefit of each Lender that increases its Commitment or provides a new Commitment, the Facility Increase Fee; (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity Date; and (iv) the Borrowers shall deliver to Administrative Agent not less than five (5) Business Days prior to the proposed facility increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effect. For the avoidance of doubt, such increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree to execute such documents as Administrative Agent may reasonably request to give effect to such increase.

Increase in the Maximum Commitment. Provided there exists no Event of Default or, to the knowledge of any Borrower or Administrative Agent, Potential Default on the effective date of the increase, and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000300,000,000400,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers shall have paid to Administrative Structuring Agent, for the benefit of each Lender that increases its Commitment or provides a new Commitment, the Facility Increase Fee; (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity Date; and (iv) the Borrowers shall deliver to Administrative Agent not less than five (5) Business Days prior to the proposed facility increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effect. For the avoidance of doubt, such increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree to execute such documents as Administrative Agent may reasonably request to give effect to such increase.

Increase in the Maximum Commitment. Provided there exists no Event (a) Administrative Agent shall, at the request of Default orBorrower from time to time, increase the Maximum Commitment to the knowledge amount requested by Borrower by: (x) admitting additional committed lenders hereunder (each, a “Subsequent Committed Lender”); or (y) increasing the Commitment of any Borrower Committed Lender (each, an “Increasing Committed Lender”); or Administrative Agentboth, Potential Default on the effective date of the increase, and subject to compliance with the terms belowfollowing conditions and Section 2.17(c): (i) Borrower shall have delivered to Administrative Agent the Facility Increase Request (and Administrative Agent shall promptly deliver copies of such notice to Funding Agents); (ii) If requested pursuant to Section 3.01, upon written notice Borrower shall, as applicable, execute a new Note payable to each Subsequent Committed Lender and Increasing Committed Lender; (iii) Borrower shall have delivered to Administrative Agent, Borrowers in each case in form and substance satisfactory to Administrative Agent in its sole discretion, (A) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower Party as Administrative Agent may reasonably require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the requested increase, this Credit Agreement and the other Loan Documents to which such Borrower Party is a party; and (B) a favorable opinion of counsel to the Borrower Parties, covering such matters relating to the requested increase and the other transactions contemplated hereby, and the Borrower Parties hereby request that such counsel deliver such opinion; provided, however, Administrative Agent may, in its sole discretion, waive or deem satisfied any of the Lenders foregoing conditions in this Section 2.17(a)(iii) at any time and from time to time; (iv) After giving effect to the increase in the Committed Lender’s Commitment, the Maximum Commitment. The Maximum Commitment shall will not exceed $300,000,000. Such the Maximum Accordion Amount; (v) The increase in the aggregate amount of Committed Lenders’ Commitments shall be effective upon in the satisfaction minimum amount of $10,000,000; (vi) No Default or Event of Default shall have occurred and be continuing or would result from such increase in the Committed Lenders’ Commitments; (vii) As of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers the representations and warranties contained in Section 8 shall have paid be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to Administrative Agentthe extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct in all material respects as of such earlier date and except that for the benefit purposes of each Lender that increases its Commitment or provides a new Commitmentthis Section 2.17(a)(vii), the representations and warranties contained in Section 8.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 9.01; (viii) Administrative Agent consents to such Facility Increase Request; and (ix) Borrower shall pay the applicable Facility Increase Fee. (b) With respect to each Facility Increase Request delivered pursuant to Section 2.17(a)(i), Administrative Agent agrees that: (i) Administrative Agent will use its best efforts to syndicate the requested increase of the Maximum Commitment; (ii) Each Subsequent Committed Lender shall be approved (not to be unreasonably withheld, delayed or conditioned) in writing by the Administrative Agent and the Borrower; and (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior shall cause: (A) unless previously agreed in writing, each Increasing Committed Lender to the effectiveness of any extension to the Maturity Date; and (iv) the Borrowers shall deliver to Administrative Agent not less than five (5) Business Days prior to the proposed facility increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting consent to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are increase in full force and effect. For the avoidance of doubt, such increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree to execute such documents as Administrative Agent may reasonably request to give effect to such increase.writing; and

Increase in the Maximum Commitment. Provided there exists no Event of Default or, (a) Subject to the knowledge internal credit approval of the Administrative Agent and the written consent of the Administrative Agent and each Lender, such consent, in each case, not to be unreasonably withheld, conditioned or delayed, the Administrative Agent shall, at the request of the Borrowers in a Fund Group, increase the applicable Fund Group Sublimit and the Maximum Commitment to the amount requested by the Borrowers in the applicable Fund Group by (x) admitting Eligible Assignee as additional lenders hereunder (each, a “Subsequent Lender”); or (y) increasing the Commitment of any Borrower or Administrative AgentLender (each such Lender, Potential Default on the effective date of the increasean “Increasing Lender”), and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: and Section 2.16(b): (i) The Borrowers in the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers shall have paid to Administrative Agent, for the benefit of each Lender that increases its Commitment or provides a new Commitment, the Facility Increase Fee; (iii) the Borrowers applicable Fund Group shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity Date; and a Facility Increase Request no later than fifteen (iv) the Borrowers shall deliver to Administrative Agent not less than five (515) Business Days prior to the proposed facility increase effective date of the requested increase; (ii) The Borrowers in the applicable Fund Group shall, to the extent requested by such Lender as applicable, execute (x) a Facility Increase Request and resolutions adopted by new Note payable to each Subsequent Lender, or (y) a replacement Note payable to each Increasing Lender; (iii) Sufficient Available Commitment generated from Unfunded Commitments of Borrowing Base Investors exists to permit the Borrowers approving or consenting in the applicable Fund Group to borrow up to the Fund Group Sublimit after giving effect to such increaseincreased Fund Group Sublimit; (iv) After giving effect to (x) the increase in the Commitment of each Increasing Lender, certified by a Responsible Officer and (y) the addition to the aggregate amount of the Borrowers that such resolutions are true and correct copies thereof and are Commitments of each Subsequent Lender, the Maximum Commitment will not exceed $1,000,000,000; (v) The increase in full force and effect. For the avoidance aggregate amount of doubt, such increase will the Lenders’ Commitments (in the aggregate) shall be on in the same terms as contained herein minimum amount of $10,000,000; (vi) No Event of Default or Potential Default with respect to the Commitments applicable Fund Group has occurred and is continuing or would result from such increase in the Lenders’ Commitments; (vii) As of the date of such increase, the representations and warranties contained in this Credit Agreement and the Loans. No other Loan Documents shall be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct as of such earlier date and except that for the purposes of this Section 2.16(a)(vii), the representations and warranties contained in Section 8 of this Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 9; and (viii) The Borrowers in the applicable Fund Group shall pay (at the time of the effectiveness of such increase) the Facility Increase Fee. (b) Notwithstanding anything else in the foregoing, (i) no admission of a Subsequent Lender will be required shall increase the Commitment of any existing Lender without such existing Lender’s consent, and (ii) no Lender shall become an Increasing Lender without such Lender’s consent. (c) If the Lenders deem it advisable in their sole discretion, each Borrower and each Lxxxxx agrees to commitexecute an amendment to this Credit Agreement, nor shall any Lender have any preemptive rightin form and substance reasonably acceptable to each of the Lenders and each Borrower, to provide document an increase in the Fund Group Sublimit and Maximum Commitment pursuant to this Section 2.16(c). In connection with any portion such increase of the Maximum Commitment, the Administrative Agent shall cause each Subsequent Lender to execute a joinder to this Credit Agreement in a form acceptable to the Administrative Agent, which may include the execution of a signature page to this Credit Agreement. (d) If a Fund Group Sublimit and the Maximum Commitment are increased in accordance with this Section 2.16, the Administrative Agent and the Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers Administrative Agent shall promptly notify Borrower and the Lenders agree to execute such documents as Administrative Agent may reasonably request to give effect to of the Increase Effective Date and the final allocation of such increase.

Increase in the Maximum Commitment. Provided there exists no (a) Administrative Agent may, in its sole discretion, at the request of Borrowers from time to time, increase the Maximum Commitment to the amount requested by Borrowers by: (x) admitting additional Lenders hereunder (each, a “Subsequent Lender”); or (y) increasing the Commitment of any Lender (each, an “Increasing Lender”); or both, subject to the following conditions and Section 2.14(b): (i) Borrowers shall have delivered to Administrative Agent the Facility Increase Request (and Administrative Agent shall promptly deliver copies of such notice to each Lender); (ii) If requested pursuant to Section 3.01, Borrowers shall, as applicable, execute a new Note payable to each Subsequent Lender and Increasing Lender; (iii) After giving effect to the increase in the Lender’s Commitment, the Maximum Commitment will not exceed $50,000,000; (iv) The increase in the aggregate amount of Lenders’ Commitments shall be in the minimum amount of $5,000,000; (v) No Default or Event of Default or, to shall have occurred and be continuing or would result from such increase in the knowledge of any Borrower or Administrative Agent, Potential Default on the effective date Lenders’ Commitments; (vi) As of the increase, and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, the representations and warranties contained in Section 7 shall be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct as of such earlier date and except that for the purposes of this Section 2.14(a)(vi), the representations and warranties contained in Section 7.07 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01; (vii) (A) unless previously agreed in writing, each Increasing Lender to consent to such increase in writing; and (B) each Subsequent Lender to execute a joinder to this Credit Agreement in a form acceptable to Administrative Agent and the Borrowers; and (viii) Borrowers shall have paid to Administrative Agent, for pay the benefit of each Lender that increases its Commitment or provides a new Commitment, the applicable Facility Increase Fee. (b) Notwithstanding anything else in the foregoing: (i) no admission of any Subsequent Lender shall increase the Commitment of any existing Lender without such existing Lender’s consent; (ii) no Lender shall become an Increasing Lender without such Lender’s consent; and (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity Date; and (iv) the Borrowers shall deliver to Administrative Agent not less than five (5) Business Days prior to the proposed facility increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effect. For the avoidance of doubt, such no increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date permitted after Borrower has decreased the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree to execute such documents as Administrative Agent may reasonably request to give effect to such increaseunder Section 3.07.

Increase in the Maximum Commitment. Provided there (a) At any time during the Availability Period, the Administrative Agent and the Lenders may at their discretion, upon the request of the Borrower, increase the Maximum Commitment to the amount requested by the Borrower by: (x) admitting Eligible Assignees as additional lenders hereunder (each, a “Subsequent Lender”); or (y) increasing the Commitment of any Lender (each, an “Increasing Lender”); or both, subject to the internal credit approval and written consent of the Administrative Agent and the following conditions and Section 2.14(c) hereof: (i) The Borrower shall have delivered to the Administrative Agent the Facility Increase Request; (ii) The Borrower shall, upon the request of any applicable Lender made through Administrative Agent, execute: (A) a new Note payable to each Subsequent Lender; or (B) a replacement Note payable to each Increasing Lender; (iii) Sufficient Available Loan Amount generated from Unfunded Commitments of Included Investors exists no to permit the Borrower to borrow up to the Maximum Commitment after giving effect to such increased Maximum Commitment; (iv) After giving effect to (A) the increase in the Commitment of each Increasing Lender and (B) the addition to the aggregate amount of the Lenders’ Commitments of the Commitment of each Subsequent Lender, the aggregate amount of the Lenders’ Commitments will not exceed $150,000,000; (v) The increase in the aggregate amount of the Lenders’ Commitments shall be in the minimum amount of $10,000,000; (vi) No Event of Default or, to the knowledge of any Borrower or Administrative Agentthe Borrower, Potential Default on has occurred and is continuing or would result from such increase in the effective date Lenders’ Commitments; (vii) As of the increase, and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers to the knowledge of the Borrower, the representations and warranties contained in Section 8 hereof are true and correct in all material respects, with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall have paid to Administrative Agent, be true and correct as of such earlier date and except that for the benefit purposes of each Lender that increases its Commitment or provides a new Commitmentthis Section 2.14(a)(vii), the representations and warranties contained in Section 8.08 hereof shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01 hereof; (viii) The Borrower shall pay the applicable Facility Increase Fee; and (ix) If the Administrative Agent deems it desirable to syndicate the requested increase of the Maximum Commitment, subject to Section 2.14(b)(i) hereof, the Administrative Agent can successfully syndicate the requested increase of the Maximum Commitment. (b) With respect to each Facility Increase Request delivered pursuant to Section 2.14(a)(i) above, the Administrative Agent agrees that: (i) if the Administrative Agent deems it desirable to syndicate the requested increase of the Maximum Commitment, the Administrative Agent will use its best efforts to fully arrange and syndicate the requested increase of the Maximum Commitment; (ii) each Subsequent Lender shall be an Eligible Assignee; and (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior shall cause: (A) the Register to include the effectiveness Increasing Lender and, upon the request of any extension the applicable Increasing Lender, the Borrower to issue an amended and restated note in the Maturity Dateamount of the Increasing Lender’s aggregate Commitment in favor of such Increasing Lender pursuant to Section 2.14(a)(ii) above; and (ivB) each Subsequent Lender to execute a Lender Joinder Agreement and, upon the Borrowers shall deliver to Administrative Agent not less than five (5) Business Days prior to the proposed facility increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer request of the Borrowers that applicable Increasing Lender, the Borrower to issue a Note in the amount of the Subsequent Lender’s Commitment in favor of such resolutions are true Subsequent Lender pursuant to Section 2.14(a)(ii) above. (c) Notwithstanding anything else in the foregoing: (i) no admission of any Subsequent Lender shall increase the Commitment of any existing Lender without such existing Lender’s consent; (ii) no Lender shall become an Increasing Lender without such Lender’s consent; and correct copies thereof and are in full force and effect. For the avoidance of doubt, such (iii) no increase will be on permitted after the same terms as contained herein with respect Borrower has decreased the aggregate Lenders’ Commitments under Section 3.06. (d) If the Administrative Agent deems it advisable in its sole and reasonable discretion, the Borrower and each Lender agree to execute an amendment to this Credit Agreement (including, without limitation, Schedule 1.01 of this Credit Agreement) in form and substance reasonably acceptable to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive rightAdministrative Agent, to provide any portion of such increase. On any date document an increase in the Maximum Commitment pursuant to this Section 2.14. (e) If the Maximum Commitment is increased in accordance herewithwith this Section 2.14, Borrowers the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase among the Lenders. The Administrative Agent shall promptly notify the Borrower and the Lenders agree to execute such documents as Administrative Agent may reasonably request to give effect to of the Increase Effective Date and the final allocation of such increase. (f) Without limitation of Section 2.14(b) hereof, the existing Lenders at the time of the Borrower’s delivery to the Administrative Agent of a Facility Increase Request shall have a right of first refusal to participate in the contemplated facility increase so as to maintain their respective Applicable Percentage in effect at such time.

Increase in the Maximum Commitment. Provided there exists no (a) Administrative Agent shall, at the request of Borrower from time to time, increase the Maximum Commitment to the amount requested by Borrower by: (x) admitting additional committed lenders hereunder (each, a “Subsequent Committed Lender”); or (y) increasing the Commitment of any Committed Lender (each, an “Increasing Committed Lender”); or both, subject to the following conditions and Section 2.14(c): (i) Borrower shall have delivered to Administrative Agent the Facility Increase Request (and Administrative Agent shall promptly deliver copies of such notice to Funding Agents); (ii) If requested pursuant to Section 3.01, Borrower shall, as applicable, execute a new Note payable to each Subsequent Committed Lender and Increasing Committed Lender; (iii) After giving effect to the increase in the Committed Lender’s Commitment, the Maximum Commitment will not exceed the Maximum Accordion Amount; (iv) The increase in the aggregate amount of Committed Lenders’ Commitments shall be in the minimum amount of $10,000,000; (v) No Default or Event of Default or, to shall have occurred and be continuing or would result from such increase in the knowledge of any Borrower or Administrative Agent, Potential Default on the effective date Committed Lenders’ Commitments; (vi) As of the increase, and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers the representations and warranties contained in Section 8 shall have paid be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to Administrative Agentthe extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct as of such earlier date and except that for the benefit purposes of each Lender that increases its Commitment or provides a new Commitmentthis Section 2.14(a)(vi), the representations and warranties contained in Section 8.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 9.01; and (vii) Borrower shall pay the applicable Facility Increase Fee; (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity Date; and (iv) the Borrowers shall deliver to Administrative Agent not less than five (5) Business Days prior to the proposed facility increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effect. For the avoidance of doubt, such increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree to execute such documents as Administrative Agent may reasonably request to give effect to such increase.

Increase in the Maximum Commitment. Provided there exists no Event (a) Administrative Agent shall, at the request of Default orBorrower from time to time, increase the Maximum Commitment to the knowledge amount requested by Borrower by: (x) admitting additional committed lenders hereunder (each, a “Subsequent Committed Lender”); or (y) increasing the Commitment of any Borrower Committed Lender (each, an “Increasing Committed Lender”); or Administrative Agentboth, Potential Default on the effective date of the increase, and subject to compliance with the terms belowfollowing conditions and Section 2.17(c): (i) Borrower shall have delivered to Administrative Agent the Facility Increase Request (and Administrative Agent shall promptly deliver copies of such notice to Funding Agents); (ii) If requested pursuant to Section 3.01, upon written notice Borrower shall, as applicable, execute a new Note payable to each Subsequent Committed Lender and Increasing Committed Lender; (iii) Borrower shall have delivered to Administrative Agent, Borrowers in each case in form and substance satisfactory to Administrative Agent in its sole discretion, (A) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower Party as Administrative Agent may reasonably require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the requested increase, this Credit Agreement and the other Loan Documents to which such Borrower Party is a party; and (B) a favorable opinion of counsel to the Borrower Parties, covering such matters relating to the requested increase and the other transactions contemplated hereby, and the Borrower Parties hereby request that such counsel deliver such opinion; provided, however, Administrative Agent may, in its sole discretion, waive or deem satisfied any of the Lenders foregoing conditions in this Section 2.17(a)(iii) at any time and from time to time; (iv) After giving effect to the increase in the Committed Lender’s Commitment, the Maximum Commitment. The Maximum Commitment shall will not exceed $300,000,000. Such the Maximum Accordion Amount; (v) The increase in the aggregate amount of Committed Lenders’ Commitments shall be effective upon in the satisfaction minimum amount of $10,000,000; (vi) No Default or Event of Default shall have occurred and be continuing or would result from such increase in the Committed Lenders’ Commitments; (vii) As of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers the representations and warranties contained in Section 8 shall have paid be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct as of such earlier date and except that for the purposes of this Section 2.17(a)(vii), the representations and warranties contained in Section 8.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 9.01; (viii) Administrative Agent consents to such Facility Increase Request; and (ix) Borrower shall pay the applicable Facility Increase Fee. (b) With respect to each Facility Increase Request delivered pursuant to Section 2.17(a)(i), Administrative Agent agrees that: (i) Administrative Agent will use its best efforts to syndicate the requested increase of the Maximum Commitment; (ii) Each Subsequent Committed Lender shall be approved (not to be unreasonably withheld, delayed or conditioned) in writing by the Administrative Agent and the Borrower; and (iii) Administrative Agent shall cause: (A) unless previously agreed in writing, each Increasing Committed Lender to consent to such increase in writing; and (B) each Subsequent Committed Lender to execute a joinder to this Credit Agreement in the form of Exhibit K. (c) Notwithstanding anything else in the foregoing: (i) no admission of any Subsequent Committed Lender shall increase the Commitment of any existing Committed Lender without such existing Committed Lender’s consent; (ii) no Committed Lender shall become an Increasing Committed Lender without such Committed Lender’s consent; and (iii) except for an increase in connection with Section 2.17, no increase will be permitted after Borrower has decreased the Maximum Commitment under Section 3.06. (d) If Administrative Agent deems it advisable, Borrower and each Lender agree to execute an amendment to this Credit Agreement, in form and substance reasonably acceptable to Administrative Agent, for the benefit of each Lender that increases its Commitment or provides a new Commitment, the Facility Increase Fee; (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity Date; and (iv) the Borrowers shall deliver to Administrative Agent not less than five (5) Business Days prior to the proposed facility document an increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effect. For the avoidance of doubt, such increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree pursuant to execute such documents as Administrative Agent may reasonably request to give effect to such increasethis Section 2.17.

Increase in the Maximum Commitment. Provided there exists no Event of Default or, to the knowledge of any Borrower or Administrative Agent, Potential Default on the effective date of the increase, and subject to compliance with the terms below, upon written notice to Administrative Agent, Borrowers may request the Lenders to increase the Maximum Commitment. The Maximum Commitment shall not exceed $300,000,000400,000,000. Such increase shall be effective upon the satisfaction of the following conditions precedent: (i) the existing Lenders shall have agreed in their sole discretion to increase their Commitments and/or additional Persons shall have agreed to join the Credit Facility as Lenders such that the Commitments of all Lenders equal the increased Maximum Commitment; (ii) on or prior to the proposed date of such increase, Borrowers shall have paid to Administrative Structuring Agent, for the benefit of each Lender that increases its Commitment or provides a new Commitment, the Facility Increase Fee; (iii) the Borrowers shall have delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent prior to the effectiveness of any extension to the Maturity Date; and (iv) the Borrowers shall deliver to Administrative Agent not less than five (5) Business Days prior to the proposed facility increase effective date a Facility Increase Request and resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct copies thereof and are in full force and effect. For the avoidance of doubt, such increase will be on the same terms as contained herein with respect to the Commitments and the Loans. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of such increase. On any date the Maximum Commitment is increased in accordance herewith, Borrowers and the Lenders agree to execute such documents as Administrative Agent may reasonably request to give effect to such increase.