Common use of Increase in Total Commitments Clause in Contracts

Increase in Total Commitments. (a) So long as no Default or Event of Default exists or would arise therefrom, the Borrower shall have the right at any time, and from time to time, to request an increase of the Total Commitments to an amount not to exceed $400,000,000. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use commercially reasonable efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (a)) to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Borrower (which approval shall not be unreasonably withheld). Each Commitment Increase shall be in such minimum amounts as the Administrative Agent in its reasonable discretion shall determine. (b) Any Commitment Increase shall not become effective unless and until each of the following conditions have been satisfied: (i) The Borrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrower shall have paid such fees and other compensation, if any, to the Additional Commitment Lenders as the Borrower and such Additional Commitment Lenders shall agree in writing; (iii) The Borrower shall have paid such arrangement fees to the Administrative Agent as the Borrower and the Administrative Agent may agree in writing; (iv) Upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent, for the benefit of the Credit Parties, an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date; (v) Upon the request of any Lender (including, without limitation, any Additional Commitment Lender), a Revolving Credit Note will be issued at the Borrower’s expense, to such Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Commitment of such Lender; and (vi) The Borrower and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Commitments. (d) In connection with Commitment Increases hereunder, the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Revolving Credit Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Total Commitments pursuant to this SECTION 2.02), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in SECTION 2.16(c) in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrower provided for in this SECTION 2.02, the Administrative Agent and the Lenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in SECTION 2.16(c) which the Borrower would otherwise occur in connection with the implementation of an increase in the Total Commitments.

Increase in Total Commitments. (a) So long as no Default or Event of Default exists or would arise therefrom, the Borrower shall have the right at any time, and from time to time, to request an increase of the Total Commitments to by an amount not to exceed $400,000,000100,000,000 in the aggregate for all such requested increases. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use commercially reasonable efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (a)) to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Borrower (which approval shall not be unreasonably withheld). Each Commitment Increase shall be in such minimum amounts as the Administrative Agent in its reasonable discretion shall determine. (b) Any Commitment Increase shall not become effective unless and until each of the following conditions have been satisfied: (i) The Borrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrower shall have paid such fees and other compensation, if any, to the Additional Commitment Lenders as the Borrower and such Additional Commitment Lenders shall agree in writing; (iii) The Borrower shall have paid such arrangement fees to the Administrative Agent as the Borrower and the Administrative Agent may agree in writing; (iv) Upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent, for the benefit of the Credit Parties, an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date; (v) Upon the request of any Lender (including, without limitation, any Additional Commitment Lender), a Revolving Credit Note will be issued at the Borrower’s expense, to such Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Commitment of such Lender; and (vi) The Borrower and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Commitments. (d) In connection with Commitment Increases hereunder, the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Revolving Credit Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Total Commitments pursuant to this SECTION 2.02), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in SECTION 2.16(c) in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrower provided for in this SECTION 2.02, the Administrative Agent and the Lenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in SECTION 2.16(c) which the Borrower would otherwise occur in connection with the implementation of an increase in the Total Commitments.

Increase in Total Commitments. (a) So long Upon notice to the Administrative Agent (which shall promptly notify the Lenders) and with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), the Borrowers may request additional increases in the Facility (any such increase in the Total Commitments shall be referred to as an “Upsize”); provided that: (i) the Loans under the Upsize shall for all purposes be Loans borrowed pursuant to the terms of this Credit Agreement and shall have the same terms as the existing Loans, (ii) the financial institutions providing such Upsize shall be reasonably acceptable to the Administrative Agent and the Borrowers (but shall not in any event include an Ineligible Assignee), (iii) (x) immediately after giving effect to the first Upsize (the “Initial Upsize”), which for the avoidance of doubt, shall occur on the Phase 2 Closing Date, the Total Commitments do not exceed $925,000,000 and (y) immediately after giving effect to the second Upsize (the “Subsequent Upsize”) or any further Upsize, the Total Commitments do not exceed $1,110,000,000, (iv) (x) immediately after giving effect to such Upsize, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect and (y) the Borrowers shall have delivered to the Administrative Agent and the Lenders a Valuation Report confirming that clause (x) will be satisfied, (v) both immediately before and after giving effect to such Upsize, no Default or Event of Default exists or would arise therefromshall have occurred and be continuing, (vi) immediately after giving effect to such Upsize (and the designation of any proceeds of the Upsize deposited in the applicable Borrower’s Collection Account as part of the Cash Reserve Amount), the Cash Reserve Amount shall not be less than the Cash Reserve Required Amount, and (vii) in the case of each Upsize, the Borrowers shall have received additional assets from LGE or its Affiliates (other than any other Borrower or Guarantor), if any, as may be necessary for the aggregate fair market value (as reasonably determined by the Borrower using the same methodology as the most recently-delivered Valuation Report) of the aggregate assets of the Borrowers to be at least equal to (x) the sum of the (i) the total outstanding principal amount of the Loans issued prior to the applicable Upsize and (ii) the amount of such Upsize divided by (y) the Maximum LTV Percentage that will be in effect immediately after giving effect to such Upsize. Each Lender shall have the right at for a period of 10 days following receipt of such notice, to elect by written notice to Borrowers and Administrative Agent to provide its pro rata share of such requested Upsize. Any Lender who fails to respond to any timesuch request shall be deemed to have elected to not participate in any such Upsize. No Lender (or any successor thereto) shall have any obligation to make any Upsize, and any decision by a Lender to make an Upsize shall be made in its sole discretion independently from time to timeany other Lender. (b) If the Commitments are increased in accordance with this Section 2.18, to request an increase the Administrative Agent and the Borrowers shall, collectively, determine the effective date (the “Upsize Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Lenders of the Total Commitments final allocation of such increase and the Upsize Effective Date. (c) As a condition precedent to an amount not such increase, in addition to exceed $400,000,000. Any such requested increase any deliveries pursuant to Section 2.18(a), the Borrowers shall deliver (or cause to be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments delivered) to the amount requested by Administrative Agent each of the Borrowerfollowing in form and substance satisfactory to the Administrative Agent (x) a certificate of the Secretary, Assistant Secretary or other appropriate officer (or manager in the case of limited liability companies) acceptable to the Administrative Agent, in consultation with the Borrower, will use commercially reasonable efforts to arrange for other Persons (which Persons may be suggested by the of each Borrower but subject in any event to the approval dated as of the Administrative Agent in accordance with the terms of this clause (a)) to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that Upsize Effective Date (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request certifying and attaching the resolutions adopted by the BorrowerBoard of Managers (or equivalent body) of such Borrower approving or consenting to such increase, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify certifying that (A) immediately before and after giving effect to such increase, the representations and warranties contained in Article 3 hereof and the other Fundamental Documents are true and correct in all material respects on and as an Eligible Assignee and shall be subject to the approval of the Administrative AgentUpsize Effective Date, the Issuing Banks and the Borrower (which approval shall not be unreasonably withheld). Each Commitment Increase shall be in such minimum amounts as the Administrative Agent in its reasonable discretion shall determine. (b) Any Commitment Increase shall not become effective unless and until each of the following conditions have been satisfied: (i) The Borrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrower shall have paid such fees and other compensation, if any, to the Additional Commitment Lenders as the Borrower and such Additional Commitment Lenders shall agree in writing; (iii) The Borrower shall have paid such arrangement fees to the Administrative Agent as the Borrower and the Administrative Agent may agree in writing; (iv) Upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent, for the benefit of the Credit Parties, an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date; (v) Upon the request of any Lender (including, without limitation, any Additional Commitment Lender), a Revolving Credit Note will be issued at the Borrower’s expense, to such Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) except to the extent necessary that such representations and warranties specifically refer to reflect the new Commitment an earlier date, in which case they are true and correct in all material respects as of such Lender; and earlier date, (viB) The Borrower immediately before and each Additional Commitment Lender after giving effect to such increase, no Default or Event of Default shall have delivered occurred and be continuing, and (C) immediately after giving effect to such other instrumentsincrease, documents and agreements the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect, (y) such opinions of counsel for Borrower with respect to the Upsize as the Administrative Agent may reasonably have requested. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lendersrequest, and (iiiz) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect any other documents reasonably requested by Administrative Agent in connection with any such increased Commitmentstransaction. (d) In connection with Commitment Increases hereunderOther than the Initial Upsize, each Upsize shall be effected by a joinder agreement (the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i“Upsize Joinder”) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required executed by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Revolving Credit Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Total Commitments pursuant to this SECTION 2.02), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in SECTION 2.16(c) in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrower provided for in this SECTION 2.02Borrowers, the Administrative Agent and each Lender providing the Lenders agree that they will use their best efforts Upsize, in form and substance satisfactory to attempt each such Person and setting forth the agreement of each Lender providing the Upsize to minimize become a party to this Credit Agreement and to be bound by all the costs terms and provisions hereof. The Upsize Joinder may, without the consent of any of the type referred other Lenders, effect such amendments to in SECTION 2.16(c) which this Credit Agreement and the Borrower would otherwise occur in connection with the implementation of an increase other Fundamental Documents as may be necessary or appropriate, in the Total Commitmentsopinion of the Administrative Agent, to effect the provisions of this Section 2.18.

Increase in Total Commitments. 2.2.1 The Borrower may, on one or more occasion after the date hereof, increase the Total Commitments provided that the Agent is satisfied that the following conditions have been met: (a) So long as the Increase Date occurs on or before the first Utilisation Date under the Facility for a Fixed Rate Loan; (b) no Relevant Default or Event of Default exists or would arise therefrom, has occurred and is continuing; (c) the Borrower shall have has identified additional lender(s) (each, a “Prospective Increase Lender”) to take on the right at any timeadditional Commitments, and from time to time, to request each such Prospective Increase Lenders will either be (i) an increase existing Lender or (ii) contemporaneously with the relevant Increase Date will become a Lender in accordance with Clause 16.2 (Change of Lender) of the Total Commitments to an amount not to exceed $400,000,000. Any Proceeds Deed and on such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments date will execute and deliver to the amount requested by Security Trustee and the Borrower, the Administrative Agent, in consultation with the Borrower, will use commercially reasonable efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent Guarantor a Proceeds Deed Accession Undertaking in accordance with the terms of this clause the Proceeds Deed; (ad) all “know your customer” information requested by the Agent on behalf of any Finance Party (which such Finance Party actually requires in connection with any Prospective Increase Lender becoming a “Lender” for the purposes of the Transaction Documents in accordance with Clause 2.2.1(c)) to become a Lender hereunder and to issue commitments in an amount equal has been provided to the amount satisfaction of such Finance Party; (e) none of the Joint Lead Arrangers is of the opinion, acting reasonably, that such increase in the Total Commitments requested by would be prejudicial to its efforts to syndicate the Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Borrower (which approval shall not be unreasonably withheld). Each Commitment Increase shall be in such minimum amounts as the Administrative Agent in its reasonable discretion shall determine. (b) Any Commitment Increase shall not become effective unless and until each of the following conditions have been satisfied: (i) The Borrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrower shall have paid such fees and other compensation, if any, to the Additional Commitment Lenders as the Borrower and such Additional Commitment Lenders shall agree in writing; (iii) The Borrower shall have paid such arrangement fees to the Administrative Agent as the Borrower and the Administrative Agent may agree in writing; (iv) Upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent, for the benefit of the Credit Parties, an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date; (v) Upon the request of any Lender (including, without limitation, any Additional Commitment Lender), a Revolving Credit Note will be issued at the Borrower’s expense, to such Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Commitment of such LenderFacility; and (vif) The Borrower and each Additional Commitment Lender shall have delivered such other instrumentsif, documents and agreements as the Administrative Agent may reasonably have requested. (c) The Administrative Agent shall promptly notify each Lender as pursuant to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Commitments. (d) In connection with Commitment Increases hereunderNotice, the Lenders and Borrower has requested that the Borrower agree thatmaximum permitted number of Unidentified Aircraft under the Facility be increased, notwithstanding anything to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each have agreed to such increase. 2.2.2 If the Borrower wishes to exercise its right pursuant to Clause 2.2.1, it shall provide to the Agent a duly completed Increase Notice, signed by an officer of the outstanding Revolving Credit Loans pro rata Borrower and completing the information set out therein, which such notice shall specify a proposed Increase Date falling no earlier than ten (10) Business Days after the date of service of such notice (or such other date as the Agent (acting on the basis instructions of all of the Lenders) may agree to). 2.2.3 If all of the conditions to an increase in the Commitments listed in Clause 2.2.1 are satisfied, then on the proposed Increase Date specified in the Increase Notice, or on such other date as agreed between the Borrower and the Agent (acting on the instructions of all the Lenders), the Agent will accept such increase in the Commitments by countersigning the Increase Notice, whereupon the Total Commitments will automatically increase by the aggregate of the amounts set forth in Clause 2(b) of the relevant Increase Notice and the Commitment of each Prospective Increase Lender will increase by the amount set forth opposite the name of such Prospective Increase Lender in Clause 2(b) of the relevant Increase Notice. For the avoidance of doubt, each Lender hereby directs the Agent (acting on their Commitment Percentages behalf), in accordance with Clause 1.2 (determined after giving effect Instructions) of Schedule 8 (The Finance Parties), to countersign any Increase Notice provided that all of the conditions to the increase in the Commitments attributable to such Increase Notice, as set out in Clause 2.2.1, have been satisfied. 2.2.4 The Borrower will pay all out of pocket costs, fees and expenses (including reasonable, or in case of the Agent and the Security Trustee properly incurred, legal fees) incurred by the Finance Parties in connection with the implementation of any increase in the Total Commitments pursuant to as contemplated by this SECTION 2.02), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in SECTION 2.16(c) in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrower provided for in this SECTION 2.02, the Administrative Agent and the Lenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in SECTION 2.16(c) which the Borrower would otherwise occur in connection with the implementation of an increase in the Total CommitmentsClause 2.2.

Increase in Total Commitments. (a) So From and after the Fifth Amendment Effective Date, so long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right at any timeright, and from time to time, to request an increase of the Total Commitments to by an aggregate amount (for all such requests) not exceeding (i) the greater of (a) $250,000,000 and (b) the excess of the Borrowing Base at such time over the sum of the then-effective Total Commitments at such time, plus (ii) an amount equal to the amount of the Commitment of any Defaulting Lender whose Commitment has been terminated but who was not replaced by another Lender or other financial institution at the time of such termination, as adjusted to exceed $400,000,000reflect any pro rata decrease in the Total Commitments pursuant to Section 2.17 hereof which occurred after such termination (the foregoing, individually, an “Increase Option”, and collectively, the “Increase Options”). Any such requested increase request with respect to an Increase Option shall be first made to all existing Lenders on a pro rata basis. At the time of sending such request, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to ​ respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). ​ (b) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its pro rata share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent, in consultation with the Lead Borrower, will use its commercially reasonable efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (a)) to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such increase by either meansincrease, individually, a “Commitment Increase,” ”, and collectively, the “Commitment Increases”; each Person issuing, or Lender increasing, its CommitmentCommitment in accordance with the terms of this clause (b), individually, an “Additional Commitment Lender”, and collectively, the “Additional Commitment Lenders”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the BorrowerBorrowers, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Lead Issuing Banks Bank and the Lead Borrower (which approval shall not be unreasonably withheldwithheld or delayed). Each , and (iii) each Commitment Increase shall be in such minimum amounts as integral multiples of $1,000,000.00, provided that without the consent of the Administrative Agent (in its reasonable discretion consultation with the Lead Borrower), at no time shall determine.the Commitment of any Additional Commitment Lender which is not an existing Lender be less than $10,000,000.00. ​ (bc) Any No Commitment Increase shall not become effective unless and until each of the following conditions have has been satisfied:: ​ (i) The BorrowerIf an Additional Commitment Lender is not an existing Lender, the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require;; ​ (ii) The Borrower shall have paid such fees and other compensation, if any, to the Additional Commitment Lenders as the Borrower and such Additional Commitment Lenders shall agree in writing; (iii) The Borrower Borrowers shall have paid such arrangement fees to the Administrative Agent or its Affiliates as the Lead Borrower and the Administrative Agent may agree in writing;agree; ​ (iviii) Upon the Administrative Agent’s request, the Borrower The Borrowers shall deliver to the Administrative Agent, for Agent and the benefit Lenders certificates of the Credit PartiesSecretary or Assistant Secretary of each Borrower attaching a true, an opinion or opinionscomplete and correct copy of the resolutions of such Borrower authorizing the borrowing under such Commitment Increase and certifying that such resolution is in full force and effect, in form it being understood and substance reasonably satisfactory agreed that such resolutions may be adopted at any time and provide for borrowings under Commitment Increases from time to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date;time requested; ​ (viv) Upon the request of any Lender (including, without limitation, any Additional Commitment Lender), a Revolving Credit A Note will be issued at the Borrower’s Borrowers’ expense, to each such LenderAdditional Commitment Lender that requests a Note, to be in conformity with requirements of SECTION 2.07 Section 2.9 hereof (with ​ appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; (v) No Default or Event of Default shall exist at the time of, or arise from, any Commitment Increase; and (vi) The Borrower Borrowers and each the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested, including, without limitation, in the case of an Additional Commitment Lender which is a Foreign Lender, such documents as are set forth in Section 2.28 hereof to evidence an exemption from withholding tax with respect to payments made to such Additional Commitment Lender. (cd) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments. (de) In connection with Commitment Increases hereunder, the Lenders and the Borrower Borrowers agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Revolving Credit Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Total Commitments pursuant to this SECTION 2.02Section 2.2), and (ii) the Borrower Borrowers shall pay to the Lenders any costs of the type referred to in SECTION 2.16(c) Breakage Costs in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations Obligations of the Borrower Borrowers provided for in this SECTION 2.02Section 2.2, the Administrative Agent and the Lenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in SECTION 2.16(c) any Breakage Costs which the Borrower Borrowers would otherwise occur incur in connection with the implementation of an increase in the Total Commitments.

Increase in Total Commitments. (a) So long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right at any time, and from time to time, to request an increase of the Total Commitments to an amount not to exceed $400,000,000100,000,000. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent, in consultation with the Lead Borrower, will use commercially its reasonable efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (a)) to become a Lender hereunder (and the Lead Borrower may suggest such other Persons to become Lenders hereunder) and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the BorrowerBorrowers, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Issuing Banks Bank and the Lead Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the Commitment of any Additional Commitment Lender be less than $10,000,000. Each Commitment Increase shall be in such a minimum amounts as the Administrative Agent aggregate amount of at least $10,000,000 and in its reasonable discretion shall determineintegral multiples of $5,000,000 in excess thereof. (b) Any No Commitment Increase shall not become effective unless and until each of the following conditions have been satisfied: (i) The BorrowerBorrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrower Borrowers shall have paid such fees and other compensation, if any, compensation to the Additional Commitment Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree in writingagree; (iii) The Borrower Borrowers shall have paid such arrangement fees to the Administrative Agent as the Lead Borrower and the Administrative Agent may agree in writingagree; (iv) Upon the Administrative Agent’s request, the Borrower The Borrowers shall deliver to the Administrative Agent, for Agent and the benefit of the Credit Parties, Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower Borrowers reasonably satisfactory to the Administrative Agent and dated such date; (v) Upon the request of any Lender (including, without limitation, any Additional Commitment Lender), a Revolving Credit A Note will be issued at the Borrower’s Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 Section 2.9 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; and (vi) The Borrower Borrowers and each the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested, including, without limitation, in the case of an Additional Commitment Lender which is a Foreign Lender, such documents as are set forth in Section 2.27 to evidence an exemption from withholding tax with respect to payments made to such Additional Commitment Lender. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased CommitmentsTotal Commitments (including, without limitation, Section 2.1(a)(i)). (d) In connection with Commitment Increases hereunder, the Lenders and the Borrower Borrowers agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Revolving Credit Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Total Commitments pursuant to this SECTION 2.02Section 2.2), and (ii) the Borrower Borrowers shall pay to the Lenders any costs of the type referred to in SECTION 2.16(c) Section 2.20 in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations Obligations of the Borrower Borrowers provided for in this SECTION 2.02Section 2.2, the Administrative Agent and the Lenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in SECTION 2.16(c) Section 2.20 which the Borrower Borrowers would otherwise occur in connection with the implementation of an increase in the Total Commitments.

Increase in Total Commitments. (a) So long as no Default Within the period between the date of this Agreement but prior to the date falling five (5) Months after the date of this Agreement (or Event of Default exists or would arise therefromother date otherwise agreed by the Facility Agent), provided that the Borrower shall have gives a written notice to the right at any timeFacility Agent, and from time Increase Lender may accede to time, to request this Agreement by executing an Accession Letter which may increase of the Total Commitments to an amount not to exceed $400,000,000. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use commercially reasonable efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of under this clause (a)) to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Borrower (which approval shall not be unreasonably withheld). Each Commitment Increase shall be in such minimum amounts as the Administrative Agent in its reasonable discretion shall determineAgreement. (b) Any Each Finance Party and the Obligors hereby irrevocably agree on such increase in Total Commitment Increase and confirm that no further written consent is required to be given by each Finance Party and the Obligors. The Facility Agent shall not become effective unless promptly notify the Finance Parties and until each the Obligors of the following conditions have been satisfied: (i) The Borrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrower shall have paid such fees and other compensation, if any, to the Additional Commitment Lenders as the Borrower and such Additional Commitment Lenders shall agree in writing; (iii) The Borrower shall have paid such arrangement fees to the Administrative Agent as the Borrower and the Administrative Agent may agree in writing; (iv) Upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent, for the benefit accession of the Credit Parties, an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date; (v) Upon the request of any Lender (including, without limitation, any Additional Commitment each Increase Lender), a Revolving Credit Note will be issued at the Borrower’s expense, to such Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Commitment of such Lender; and (vi) The Borrower and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested. (c) The Administrative Agent shall promptly notify An Increase Lender's participation will only be effective when an Accession Letter is duly executed by an Obligor, that Increase Lender and the Facility Agent. For this purpose, each Lender as irrevocably authorises the Facility Agent to the effectiveness of execute each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased CommitmentsAccession Letter on its behalf. (d) In connection with Commitment Increases hereunder, the Lenders and the Borrower agree that, notwithstanding anything to the contrary in Notwithstanding Clause 5.4 (Lenders' participation) of this Agreement, (i) in each utilisation after each Accession Letter becomes effective, the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take shall first utilise such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Revolving Credit Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase increased amount in the Total Commitments pursuant provided by the Increase Lender(s) while each Increase Lender will make available per its proportion under the increased amount, until after several Utilisation, the Loans borne by the Increase Lender(s) to this SECTION 2.02)the amount of Loans borne by all Lenders bears the same proportion of the increased amount in Total Commitments to the Total Commitments at that time, and (ii) then each utilisation by the Borrower thereafter shall pay continue to the Lenders any costs be made in accordance with Clause 5.4 (Lenders' participation) of the type referred to this Agreement. (e) Such Loan newly utilised shall be applied and paid in SECTION 2.16(c) in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrower provided for in this SECTION 2.02, the Administrative Agent and the Lenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in SECTION 2.16(c) which the Borrower would otherwise occur in connection accordance with the implementation other provisions of an increase in the Total Commitmentsthis Agreement (including without limitation, Clauses 3.1 (Loan Purpose) and 5.5 (Loan Disbursement and Payment).

Increase in Total Commitments. (a) So long as no Default or Event of Default exists or would arise therefromThe Borrower may, by delivering to the Borrower shall have the right at any timeAgent, and from time to time, to request an increase of the Total Commitments to an amount not to exceed $400,000,000. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested date falling no later than 30 June 2016: (i) a Lender Accession Deed duly completed and executed by the Borrower, the Administrative AgentGuarantors and one or more Lenders (the “Increase Lenders”) and/or Accession Lenders; and (ii) in the case of an Accession Lender only, in consultation with an Intercreditor Accession Deed duly completed and executed by that Accession Lender, request that the Borrower, will use commercially reasonable efforts to arrange for other Persons (which Persons may Total Commitments be suggested increased by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (a)) to become a Lender hereunder and to issue commitments in an amount equal to the amount aggregate of the increase additional Commitments of each of such Increase Lenders and the Commitments of each of such Accession Lenders as specified in the Lender Accession Deed provided that: (A) the Total Commitments requested by shall not exceed US$100,000,000; and (B) the Borrower Lenders shall have first been offered and not accepted by declined the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated opportunity to provide a Commitment such additional Commitments as Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Borrower (which approval shall not be unreasonably withheld). Each Commitment Increase shall be in such minimum amounts as the Administrative Agent in its reasonable discretion shall determineLenders. (b) Any Commitment Increase shall not become effective unless and until each On the later of the following conditions have been satisfied:date on which the Agent executes the Lender Accession Deed and (where applicable) the Security Trustee executes the Intercreditor Accession Deed (the “Accession Date”): (iA) The Borrowerthe Obligors, the Administrative AgentFinance Parties, the Increase Lenders and any Additional Commitment Lender the Accession Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have executed acquired and delivered a joinder assumed had such Increase Lenders and Accession Lenders been original parties to the Loan Finance Documents in as Lenders with the rights, benefits and/or obligations acquired or assumed by them as a result of such form as the Administrative Agent shall reasonably requireaccession; (iiB) The Borrower shall have paid such fees Increase Lenders and other compensation, if any, to the Additional Commitment Lenders as the Borrower and such Additional Commitment Accession Lenders shall agree in writingbecome parties hereto as “Lenders”; (iiiC) The Borrower shall have paid such arrangement fees to the Administrative Agent as the Borrower and the Administrative Agent may agree in writing; (iv) Upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent, for the benefit Commitments of the Credit Parties, an opinion or opinions, other Lenders shall continue in form full force and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date; (v) Upon the request of any Lender (including, without limitation, any Additional Commitment Lender), a Revolving Credit Note will be issued at the Borrower’s expense, to such Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Commitment of such Lendereffect; and (viD) Schedule 1, Part III (The Borrower Original Lenders) shall be deemed to be updated with the Commitments of such Increase Lenders and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements (as the Administrative Agent case may reasonably have requestedbe) Accession Lenders. (c) The Administrative Agent shall not be obliged to execute a Lender Accession Deed until it has completed all the necessary “know your customer” or other checks relating to the proposed accession by any Accession Lender. The Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date relevant Accession Lenders upon completion of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Commitmentschecks. (d) In connection with Commitment Increases hereunder, the Lenders and The Agent shall promptly notify the Borrower agree thatand each Lender upon its execution of the Lender Accession Deed and shall, notwithstanding anything as soon as reasonably practicable, provide a copy thereof to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Revolving Credit Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Total Commitments pursuant to this SECTION 2.02), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in SECTION 2.16(c) in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrower provided for in this SECTION 2.02, the Administrative Agent and the Lenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in SECTION 2.16(c) which the Borrower would otherwise occur in connection with the implementation of an increase in the Total CommitmentsLender.

Increase in Total Commitments. (a) So long as no Default or Event of Default exists or would arise therefrom, upon notice to the Administrative Agent, the Borrower shall have the right at any time, and from time to time, to increase the Total Commitments by an amount not to exceed $50,000,000 in the aggregate for all such increases (the “Committed Increase”); provided that (i) any such Committed Increase shall be provided by the Committed Increase Lenders on a pro rata basis based on the Committed Increase Commitment of each such Committed Increase Lender, (ii) any such Committed Increase shall be in a minimum amount of $10,000,000, (iii) no Uncommitted Increase shall take effect until the aggregate amount of all Committed Increases have been exercised hereunder, (iv) the amount of the Total Commitments, as the same may be increased pursuant to any Committed Increase and/or Uncommitted Increase set forth in SECTION 2.02(b) below, shall not exceed $500,000,000 at any time, and (v) the Borrower may elect up to five (5) Committed Increases. Any such Committed Increase shall be effectuated as soon as reasonably practicable after the request of the Borrower therefor. (b) So long as no Default or Event of Default exists or would arise therefrom, the Borrower shall have the right at any time, and from time to time, to request an increase of the Total Commitments to by an amount not to exceed $400,000,000100,000,000 in the aggregate for all such requested increases (any such increase, an “Uncommitted Increase”, and, together with all Committed Increases, collectively, the “Commitment Increases”). Any such requested increase Uncommitted Increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use commercially reasonable efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (ab)) to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase Uncommitted Increase in the Total Commitments requested by the Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment an Uncommitted Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Borrower (which approval shall not be unreasonably withheld). Each Commitment Uncommitted Increase shall be in such minimum amounts as the Administrative Agent in its reasonable discretion shall determine. (bc) Any Commitment Increase shall not become effective unless and until each of the following conditions have been satisfied: (i) The Solely with respect to any Uncommitted Increase, the Borrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrower shall have paid such fees and other compensation, if any, to the Committed Increase Lenders or the Additional Commitment Lenders Lenders, as applicable, as the Borrower and such Committed Increase Lenders or Additional Commitment Lenders Lenders, as applicable, shall agree in writing; (iii) The Borrower shall have paid such arrangement fees to the Administrative Agent as may be agreed by the Borrower and the Administrative Agent may agree such arranger(s) in writing; (iv) Upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent, for the benefit of the Credit Parties, an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date; (v) Upon the request of any Lender (including, without limitation, any Additional Commitment Lender), a Revolving Credit Note will be issued at the Borrower’s expense, to such Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Commitment of such Lender; and (vi) The Borrower and each Committed Increase Lender or Additional Commitment Lender Lender, as applicable, shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested. (cd) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Commitments. (de) In connection with Commitment Increases hereunder, the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Revolving Credit Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Total Commitments pursuant to this SECTION 2.02), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in SECTION 2.16(c) in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrower provided for in this SECTION 2.02, the Administrative Agent and the Lenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in SECTION 2.16(c) which the Borrower would otherwise occur in connection with the implementation of an increase in the Total Commitments.

Increase in Total Commitments. (a) So long Upon notice to the Administrative Agent (which shall promptly notify the Lenders) and with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), the Borrowers may request additional increases in the Facility (any such increase in the Total Commitments shall be referred to as an “Upsize”); provided that: (i) the Loans under the Upsize shall for all purposes be Loans borrowed pursuant to the terms of this Credit Agreement and shall have the same terms as the existing Loans, (ii) the financial institutions providing such Upsize shall be reasonably acceptable to the Administrative Agent and the Borrowers (but shall not in any event include an Ineligible Assignee), (iii) (x) immediately after giving effect to the first Upsize (the “Initial Upsize”), the Total Commitments do not exceed $925,000,000 and (y) immediately after giving effect to the second Upsize (the “Subsequent Upsize”) or any further Upsize, the Total Commitments do not exceed $1,110,000,000, (iv) (x) immediately after giving effect to such Upsize, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect and (y) the Borrowers shall have delivered to the Administrative Agent and the Lenders a Valuation Report confirming that clause (x) will be satisfied, (v) both immediately before and after giving effect to such Upsize, no Default or Event of Default exists or would arise therefromshall have occurred and be continuing, (vi) immediately after giving effect to such Upsize (and the designation of any proceeds of the Upsize deposited in the applicable Borrower’s Collection Account as part of the Cash Reserve Amount), the Cash Reserve Amount shall not be less than the Cash Reserve Required Amount, and (vii) in the case of each Upsize, the Borrowers shall have received additional assets from LGE or its Affiliates (other than any other Borrower or Guarantor), if any, as may be necessary for the aggregate fair market value (as reasonably determined by the Borrower using the same methodology as the most recently-delivered Valuation Report) of the aggregate assets of the Borrowers to be at least equal to (x) the sum of the (i) the total outstanding principal amount of the Loans issued prior to the applicable Upsize and (ii) the amount of such Upsize divided by (y) the Maximum LTV Percentage that will be in effect immediately after giving effect to such Upsize. Each Lender shall have the right at for a period of 10 days following receipt of such notice, to elect by written notice to Borrowers and Administrative Agent to provide its pro rata share of such requested Upsize. Any Lender who fails to respond to any timesuch request shall be deemed to have elected to not participate in any such Upsize. No Lender (or any successor thereto) shall have any obligation to make any Upsize, and any decision by a Lender to make an Upsize shall be made in its sole discretion independently from time to timeany other Lender. (b) If the Commitments are increased in accordance with this Section 2.18, to request an increase the Administrative Agent and the Borrowers shall, collectively, determine the effective date (the “Upsize Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Lenders of the Total Commitments final allocation of such increase and the Upsize Effective Date. (c) As a condition precedent to an amount not such increase, in addition to exceed $400,000,000. Any such requested increase any deliveries pursuant to Section 2.18(a), the Borrowers shall deliver (or cause to be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments delivered) to the amount requested by Administrative Agent each of the Borrowerfollowing in form and substance satisfactory to the Administrative Agent (x) a certificate of the Secretary, Assistant Secretary or other appropriate officer (or manager in the case of limited liability companies) acceptable to the Administrative Agent, in consultation with the Borrower, will use commercially reasonable efforts to arrange for other Persons (which Persons may be suggested by the of each Borrower but subject in any event to the approval dated as of the Administrative Agent in accordance with the terms of this clause (a)) to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that Upsize Effective Date (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request certifying and attaching the resolutions adopted by the BorrowerBoard of Managers (or equivalent body) of such Borrower approving or consenting to such increase, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify certifying that (A) immediately before and after giving effect to such increase, the representations and warranties contained in Article 3 hereof and the other Fundamental Documents are true and correct in all material respects on and as an Eligible Assignee and shall be subject to the approval of the Administrative AgentUpsize Effective Date, the Issuing Banks and the Borrower (which approval shall not be unreasonably withheld). Each Commitment Increase shall be in such minimum amounts as the Administrative Agent in its reasonable discretion shall determine. (b) Any Commitment Increase shall not become effective unless and until each of the following conditions have been satisfied: (i) The Borrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrower shall have paid such fees and other compensation, if any, to the Additional Commitment Lenders as the Borrower and such Additional Commitment Lenders shall agree in writing; (iii) The Borrower shall have paid such arrangement fees to the Administrative Agent as the Borrower and the Administrative Agent may agree in writing; (iv) Upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent, for the benefit of the Credit Parties, an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date; (v) Upon the request of any Lender (including, without limitation, any Additional Commitment Lender), a Revolving Credit Note will be issued at the Borrower’s expense, to such Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) except to the extent necessary that such representations and warranties specifically refer to reflect the new Commitment an earlier date, in which case they are true and correct in all material respects as of such Lender; and earlier date, (viB) The Borrower immediately before and each Additional Commitment Lender after giving effect to such increase, no Default or Event of Default shall have delivered occurred and be continuing, and (C) immediately after giving effect to such other instrumentsincrease, documents and agreements the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect, (y) such opinions of counsel for Borrower with respect to the Upsize as the Administrative Agent may reasonably have requested. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lendersrequest, and (iiiz) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect any other documents reasonably requested by Administrative Agent in connection with any such increased Commitmentstransaction. (d) In connection with Commitment Increases hereunder, Each Upsize shall be effected by a joinder agreement (the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i“Upsize Joinder”) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required executed by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Revolving Credit Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Total Commitments pursuant to this SECTION 2.02), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in SECTION 2.16(c) in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrower provided for in this SECTION 2.02Borrowers, the Administrative Agent and each Lender providing the Lenders agree that they will use their best efforts Upsize, in form and substance satisfactory to attempt each such Person and setting forth the agreement of each Lender providing the Upsize to minimize become a party to this Credit Agreement and to be bound by all the costs terms and provisions hereof. The Upsize Joinder may, without the consent of any of the type referred other Lenders, effect such amendments to in SECTION 2.16(c) which this Credit Agreement and the Borrower would otherwise occur in connection with the implementation of an increase other Fundamental Documents as may be necessary or appropriate, in the Total Commitmentsopinion of the Administrative Agent, to effect the provisions of this Section 2.18.

Increase in Total Commitments. (a) So long as no Default or Event of Default exists or would arise therefrom, the Borrower shall have the right at any time, and from time to time, to request an increase of the Total Commitments to by an amount not to exceed $400,000,000100,000,000 in the aggregate for all such requested increases. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use commercially reasonable efforts to arrange for other Persons (which Persons may be suggested by the Borrower but subject in any event to the approval of the Administrative Agent in accordance with the terms of this clause (a)) to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which is not an existing Lender shall qualify as an Eligible Assignee and shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Borrower (which approval shall not be unreasonably withheld). Each Commitment Increase shall be in such minimum amounts as the Administrative Agent in its reasonable discretion shall determine. (b) Any Commitment Increase shall not become effective unless and until each of the following conditions have been satisfied: (i) The Borrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrower shall have paid such fees and other compensation, if any, to the Additional Commitment Lenders as the Borrower and such Additional Commitment Lenders shall agree in writing; (iii) The Borrower shall have paid such arrangement fees to the Administrative Agent as the Borrower and the Administrative Agent may agree in writing; (iv) Upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent, for the benefit of the Credit Parties, an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date; (v) Upon the request of any Lender (including, without limitation, any Additional Commitment Lender), a Revolving Credit Note will be issued at the Borrower’s expense, to such Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Commitment of such Lender; and (vi) The Borrower and each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Commitments. (d) In connection with Commitment Increases hereunder, the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Revolving Credit Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Total Commitments pursuant to this SECTION 2.02), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in SECTION 2.16(c) in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrower provided for in this SECTION 2.02, the Administrative Agent and the Lenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in SECTION 2.16(c) which the Borrower would otherwise occur in connection with the implementation of an increase in the Total Commitments.