Common use of Increase of Revolving Credit Commitments Clause in Contracts

Increase of Revolving Credit Commitments. (a) HomeSide may from time to time, by notice to the Administrative Agent, request that the Tranche A and Tranche B Commitments be increased by an aggregate amount that is not less than $10,000,000 and will not result in the aggregate amount of the Commitments for all Lenders exceeding $3,000,000,000 after giving effect thereto, provided that such increase shall be allocated proportionally among the Tranche A Commitments and Tranche B Commitments such that, after giving effect to such increase, the total amount of each of the Tranche A Commitments and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto. Upon receipt of such notice the Administrative Agent will seek the agreement of one or more existing or new Lenders to increase or, in the case of new Lenders, provide, its or their Tranche A Commitments and Tranche B Commitments in an aggregate amount equal to the increase so requested by such Borrower. (b) If one or more of the Lenders shall have agreed to increase its or their Tranche A Commitments and Tranche B Commitments pursuant to a request made as described in the foregoing clause (a) (it being understood that no Lender shall have any obligation to agree to any such increase of its Commitments) in an aggregate amount not less than $10,000,000, such increases and such new Tranche A Commitments and Tranche B Commitments shall become effective on a date mutually agreed upon among the Administrative Agent, HomeSide and the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the Administrative Agent, providing, among other things, for adjustments to cause Tranche A Loans and the Tranche B Loans of each Lender to correspond ratably to their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages, as applicable, after giving effect to such increase (including, without limitation, by providing for prepaying and reborrowing all then outstanding Loans of the affected Tranches)."

Increase of Revolving Credit Commitments. (a) HomeSide may from time to time, by notice to In the Administrative Agent, request event that the Tranche A Borrower wishes to increase the Total Revolving Credit Commitments at any time when no Default or Event of Default has occurred and Tranche B Commitments be increased by an aggregate amount that is not less than $10,000,000 and will not result in the aggregate amount of the Commitments for all Lenders exceeding $3,000,000,000 after giving effect theretocontinuing, provided that such increase it shall be allocated proportionally among the Tranche A Commitments and Tranche B Commitments such that, after giving effect to such increase, the total amount of each of the Tranche A Commitments and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto. Upon receipt of such notice notify the Administrative Agent will seek in writing of the agreement amount (the “Offered Increase Amount”) of one or more existing or new Lenders to such proposed increase or(such notice, in a “Revolving Credit Commitment Increase Notice”), and the case Administrative Agent shall notify each Lender of new Lenderssuch proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, provideat its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), its or their Tranche A Commitments and Tranche B Commitments in an aggregate amount equal to the increase so requested by such Borrower. (bi) If offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall have agreed specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that the Revolving Credit Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it by the Borrower to increase its or their Tranche A Commitments and Tranche B Commitments Revolving Credit Commitment pursuant to a request made as described in the foregoing clause 2.19 (a) (it being understood that i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to agree increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such increase of its Commitments) in an aggregate amount not less than $10,000,000, such increases and such new Tranche A Commitments and Tranche B interest rate margin applicable to the existing Revolving Credit Commitments shall become effective on a date mutually agreed upon among be increased to equal the Administrative Agent, HomeSide and the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the Administrative Agent, providing, among other things, for adjustments to cause Tranche A Loans and the Tranche B Loans of each Lender to correspond ratably to their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages, as applicable, after giving effect to such increase (including, without limitation, by providing for prepaying and reborrowing all then outstanding Loans of the affected Tranches)Incremental Revolving Margin."

Increase of Revolving Credit Commitments. (a) HomeSide may from time to time, by notice to In the Administrative Agent, request event that the Tranche A Borrower wishes to increase the Total Revolving Credit Commitments at any time when no Default or Event of Default has occurred and Tranche B Commitments be increased by an aggregate amount that is not less than $10,000,000 and will not result in the aggregate amount of the Commitments for all Lenders exceeding $3,000,000,000 after giving effect theretocontinuing, provided that such increase it shall be allocated proportionally among the Tranche A Commitments and Tranche B Commitments such that, after giving effect to such increase, the total amount of each of the Tranche A Commitments and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto. Upon receipt of such notice notify the Administrative Agent will seek in writing of the agreement amount (the “Offered Increase Amount”) of one or more existing or new Lenders to such proposed increase or(such notice, in a “Revolving Credit Commitment Increase Notice”), and the case Administrative Agent shall notify each Lender of new Lenderssuch proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, provideat its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), its or their Tranche A Commitments and Tranche B Commitments in an aggregate amount equal to the increase so requested by such Borrower. (bi) If offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall have agreed specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that the Revolving Credit Commitment of any such new Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it by the Borrower to increase its or their Tranche A Commitments and Tranche B Commitments Revolving Credit Commitment pursuant to a request made as described in the foregoing clause 2.19 (a) (it being understood that i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the Total Revolving Credit Commitments to exceed $385,000,000, (ii) no Lender shall have any obligation to agree increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (which for this purpose includes all upfront or similar fees (with such increase of its Commitmentsupfront fees being converted to interest rate margin as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity) in (the “Incremental Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (which for this purpose includes all upfront or similar fees (with such upfront fees being converted to interest rate margin as reasonably determined by the Administrative Agent based on an aggregate amount not less than $10,000,000, assumed three-year life to maturity) then such increases and such new Tranche A Commitments and Tranche B interest rate margin applicable to the existing Revolving Credit Commitments shall become effective on a date mutually agreed upon among be adjusted to equal the Administrative Agent, HomeSide and the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the Administrative Agent, providing, among other things, for adjustments to cause Tranche A Loans and the Tranche B Loans of each Lender to correspond ratably to their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages, as applicable, after giving effect to such increase (including, without limitation, by providing for prepaying and reborrowing all then outstanding Loans of the affected Tranches)Incremental Margin."

Increase of Revolving Credit Commitments. (a) HomeSide may from If at any time after the Closing Date, and so long as no Event of Default or Potential Default has occurred and is continuing, the Borrower desires to timeincrease the Revolving Credit Commitments, by notice to the Administrative Borrower shall notify the Agent, request that the Tranche A and Tranche B Commitments be increased by an aggregate amount that is not less than $10,000,000 and who will not result in the aggregate amount of the Commitments for all Lenders exceeding $3,000,000,000 after giving effect theretopromptly notify each Bank thereof, provided that any such increase shall be allocated proportionally among in a minimum of Ten Million and 00/100 Dollars ($10,000,000.00) and the Tranche A aggregate of all such increases shall not exceed Fifty Million and 00/100 Dollars ($50,000,000.00). The existing Banks shall have the right at any time within thirty (30) days following such notice to increase their respective Revolving Credit Commitments so as to provide such additional Revolving Credit Commitment pro-rata in accordance with the Ratable Share of each, and Tranche B Commitments such that, after giving effect to such increase, the total amount of each of the Tranche A Commitments and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto. Upon receipt any portion of such notice the Administrative Agent will seek the agreement of one or more requested increase which is not provided by any such existing or new Lenders to increase or, in the case of new Lenders, provide, its or their Tranche A Commitments and Tranche B Commitments in an aggregate amount equal Bank shall be available to the increase so requested by such Borrower. (b) If other existing Banks; provided, that if more than one or more of the Lenders shall have agreed existing Bank desires to increase its Revolving Credit Commitment in respect of the portion not provided by an existing Bank, such participating Banks shall provide such portion of the additional Revolving Credit Commitments on a pro rata basis in accordance with the proportion that their respective Ratable Share bears to each other, and thereafter, to the extent not provided by existing Banks, to any additional lending institution or their Tranche A Commitments institutions proposed by the Borrower and Tranche B Commitments which is approved by the Agent (which approval will not be unreasonably withheld) and which becomes a party to this Agreement pursuant to a request made documentation reasonably acceptable to the Agent and prepared at the Borrower's expense, which documentation may be executed by the Borrower and the Agent (as described in agent for the foregoing clause (aBanks) (it being understood without further consent or action of the Banks, such consent hereby deemed to be irrevocably given to the Agent by the Banks; provided, however, that no Lender the Borrower shall have the right to have all of such increase provided by such approved additional lending institution or institutions if all the existing Banks decline to increase their Revolving Credit Commitments to accommodate any obligation to agree to such requested increase. In the event of any such increase in the aggregate Revolving Credit Commitments and in the Revolving Credit Commitment of its Commitmentsany Bank effected pursuant to the terms of this Section 2.10, new Notes shall, to the extent deemed reasonably necessary or appropriate by the Agent, be executed and delivered by the Borrower and, to the extent deemed appropriate by the Agent, the surrender and cancellation of existing Note(s); and the Borrower shall execute and deliver such additional documentation setting forth the new Revolving Credit Commitments and Ratable Shares as the Agent shall reasonably request (which documentation may be executed by the Borrower and the Agent (as agent for the Banks) in an aggregate amount not less than $10,000,000without further consent or action of the Banks, such increases and such new Tranche A Commitments and Tranche B Commitments shall become effective on a date mutually agreed upon among the Administrative Agent, HomeSide and the Lenders providing such increase and/or such new Commitments and shall consent herein is deemed to be implemented pursuant to documentation consistent herewith and otherwise in form and substance reasonably satisfactory irrevocably given to the Administrative Agent, providing, among other things, for adjustments to cause Tranche A Loans and Agent by the Tranche B Loans of each Lender to correspond ratably to their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages, as applicable, after giving effect to such increase (including, without limitation, by providing for prepaying and reborrowing all then outstanding Loans of the affected TranchesBanks)."

Increase of Revolving Credit Commitments. (a) HomeSide may from time to time, by notice to In the Administrative Agent, request event that the Tranche A Borrower wishes to increase the Total Revolving Credit Commitments at any time when no Default or Event of Default has occurred and Tranche B Commitments be increased by an aggregate amount that is not less than $10,000,000 and will not result in the aggregate amount of the Commitments for all Lenders exceeding $3,000,000,000 after giving effect theretocontinuing, provided that such increase it shall be allocated proportionally among the Tranche A Commitments and Tranche B Commitments such that, after giving effect to such increase, the total amount of each of the Tranche A Commitments and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto. Upon receipt of such notice notify the Administrative Agent will seek in writing of the agreement amount (the “Offered Increase Amount”) of one or more existing or new Lenders to such proposed increase or(such notice, in a “Revolving Credit Commitment Increase Notice”), and the case Administrative Agent shall notify each Lender of new Lenderssuch proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, provideat its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), its or their Tranche A Commitments and Tranche B Commitments in an aggregate amount equal to the increase so requested by such Borrower. (bi) If offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall have agreed specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (a) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that the Revolving Credit Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000. (b) Any Lender which accepts an offer to it by the Borrower to increase its or their Tranche A Commitments and Tranche B Commitments Revolving Credit Commitment pursuant to a request made as described in the foregoing clause 2.19 (a) (it being understood that i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (c) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to agree increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such increase of its Commitments) in an aggregate amount not less than $10,000,000, such increases and such new Tranche A Commitments and Tranche B interest rate margin applicable to the existing Revolving Credit Commitments shall become effective on a date mutually agreed upon among be increased to equal the Administrative Agent, HomeSide and the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the Administrative Agent, providing, among other things, for adjustments to cause Tranche A Loans and the Tranche B Loans of each Lender to correspond ratably to their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages, as applicable, after giving effect to such increase (including, without limitation, by providing for prepaying and reborrowing all then outstanding Loans of the affected Tranches)Incremental Revolving Margin."

Increase of Revolving Credit Commitments. (a) HomeSide The Company may from time to time, by notice to the US Administrative Agent, request that the Tranche A and Tranche B US Revolving Credit Commitments and/or the Canadian Revolving Credit Commitments be increased on or prior to December 31, 1999 by an aggregate amount that is not less than $10,000,000 US$25,000,000 or C$25,000,000, as the case may be, and will not result in the aggregate amount of the US Revolving Credit Commitments for and the Canadian Revolving Credit Commitments exceeding US$500,000,000, provided that the aggregate amount of the Canadian Revolving Credit Commitments and principal amount of all Lenders exceeding $3,000,000,000 Canadian Term Loans outstanding after giving effect thereto, provided that thereto may not exceed C$250,000,000 unless the applicable Canadian Security Documents have been amended in a manner reasonably satisfactory to the Canadian Administrative Agent to reflect such increase greater amount. (For purposes of calculations pursuant to this subsection all amounts denominated in Canadian Dollars shall be allocated proportionally among converted to US Dollars at the Tranche A Commitments and Tranche B Commitments such that, after giving effect to such increase, the total US$ Equivalent amount of each of the Tranche A Commitments and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto. thereof.) Upon receipt of such notice the US Administrative Agent will shall seek to obtain the agreement of one or more existing or new of the US Revolving Credit Lenders and/or Canadian Revolving Credit Lenders to increase or, in the case of new Lenders, provide, its or their Tranche A US Revolving Credit Commitments and Tranche B and/or, as the case may be, Canadian Revolving Credit Commitments in by an aggregate amount equal to the increase so requested by such Borrowerthe Company. (b) If (and only if) one or more of the US Revolving Credit Lenders or Canadian Revolving Credit Lenders shall have agreed to increase its or their Tranche A US Revolving Credit Commitments and Tranche B and/or, as the case may be, Canadian Revolving Credit Commitments pursuant to a request made as described in the foregoing clause (a) (it being understood that no Lender shall have any obligation to agree to any such increase of its Commitments) in an 38 32 aggregate amount not less than $10,000,000US$25,000,000 or C$25,000,000, as the case may be, such increases and such new Tranche A US Revolving Credit Commitments and Tranche B and/or Canadian Revolving Credit Commitments shall become effective on a date mutually agreed upon among the Administrative Agent, HomeSide and the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the US Administrative Agent, providing, among other things, for adjustments Agent and shall become effective on a date mutually agreed upon with the Company. On such date of effectiveness the Borrowers and the Lenders shall take such actions as shall be necessary or appropriate to cause Tranche A the US Revolving Credit Loans and the Tranche B Canadian Revolving Credit Loans to be held by the US Revolving Credit Lenders and the Canadian Revolving Credit Lenders, respectively, ratably in accordance with the respective amounts of each Lender to correspond ratably to their respective Tranche A Commitment Percentages US Revolving Credit Commitments and Tranche B Commitment PercentagesCanadian Revolving Credit Commitments, as applicableso increased, after giving effect to such increase (including, without limitation, by providing for prepaying and reborrowing all then outstanding Loans of the affected Tranches)Class or Classes."

Increase of Revolving Credit Commitments. (a) HomeSide may from The Borrower shall have the right at any time after the Closing Date to timerequest that the aggregate Revolving Credit Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least twenty (20) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Revolving Credit Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $10,000,000, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by notice which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, request to participate in any portion of the requested Commitment Increase; provided, however, that the Tranche A Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. Any such Eligible Assignee that agrees to acquire a Revolving Credit Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and Tranche B Commitments conditions hereof, (x) Schedule I shall be deemed to be amended to reflect the increases contemplated hereby, (y) the Revolving Credit Commitment of each Increasing Lender shall be increased by an aggregate amount that determined by the Administrative Agent and the Borrower (but in no event greater than the amount the amount by which such Lender is not less willing to increase its Revolving Credit Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Revolving Credit Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than $10,000,000 and will not result the amount the amount by which such Lender is willing to participate in the aggregate amount requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. Each Additional Lender may request a Note in accordance with Section 2.18(d). (iv) If on the Requested Increase Date there are any Advances outstanding hereunder, the Borrower shall borrow from all or certain of the Commitments for Lenders and/or (subject to compliance by the Borrower with Section 8.04(c)) prepay Advances of all or certain of the Lenders exceeding $3,000,000,000 such that, after giving effect thereto, provided that such increase the Advances (including, without limitation, the Types and Interest Periods thereof) shall be allocated proportionally among held by the Tranche A Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Revolving Credit Commitments. On and after each Increase Date, the Ratable Share of each Lender’s participation in Letters of Credit and Advances from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (v) The Borrower may not exercise its rights under this Section 2.19 more than once in each successive annual period commencing on the Closing Date. (b) Anything in this Section 2.19 to the contrary notwithstanding, no increase in the aggregate Revolving Credit Commitments hereunder pursuant to this Section shall be effective unless: (i) as of the date of the relevant Notice of Increase and Tranche B Commitments on the relevant Requested Increase Date and after giving effect to such thatincrease, (x) no Default or Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Borrower in Article 4 (subject to updating in the case of Section 4.01(n)) shall be true and correct in all material respects as if made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) the Administrative Agent shall have received on or before the relevant Requested Increase Date: (A) certified copies of resolutions of the Board of Directors of the Borrower approving the Commitment Increase and (B) an opinion of counsel for the Borrower reasonably satisfactory to the Administrative Agent. (iii) on and as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, the total amount of each of ▇▇▇▇▇’▇ Rating and the Tranche A S&P Rating shall be at least equal to Baa3 and BBB- respectively; (iv) the Borrower shall not previously have reduced the Revolving Credit Commitments and Tranche B Commitments bears the same relative proportion immediately before under Section 2.05; and (v) after giving effect thereto. Upon receipt of such notice the Administrative Agent will seek the agreement of one or more existing or new Lenders to increase or, in the case of new Lenders, provide, its or their Tranche A Commitments and Tranche B Commitments in an aggregate amount equal to the increase so requested by such Borrower. (b) If one or more of the Lenders shall have agreed to increase its or their Tranche A Commitments and Tranche B Commitments pursuant to a request made as described in the foregoing clause (a) (it being understood that no Lender shall have any obligation to agree to any such increase of its Commitments) in an the aggregate amount not less than $10,000,000, such increases and such new Tranche A Commitments and Tranche B of the Revolving Credit Commitments shall become effective on a date mutually agreed upon among the Administrative Agent, HomeSide and the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the Administrative Agent, providing, among other things, for adjustments to cause Tranche A Loans and the Tranche B Loans of each Lender to correspond ratably to their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages, as applicable, after giving effect to such increase (including, without limitation, by providing for prepaying and reborrowing all then outstanding Loans of the affected Tranches)not exceed $450,000,000."

Increase of Revolving Credit Commitments. Notwithstanding anything to the contrary contained in this Agreement, the Administrative Agent, the Borrower and one or more financial institutions (aincluding any existing Lender) HomeSide may from time to timetime enter into an amendment to this Agreement solely for the purpose of adding such financial institution as a Lender with a Revolving Credit Commitment under this Agreement (or, by notice to the Administrative Agentif such financial institution is already a Lender, request that the Tranche A and Tranche B Commitments be increased by an aggregate amount that is not less than $10,000,000 and will not result in the aggregate amount of the Commitments for all Lenders exceeding $3,000,000,000 after giving effect thereto, increasing its Revolving Credit Commitment); provided that such increase shall be allocated proportionally among the Tranche A Commitments and Tranche B Commitments such that, (a) after giving effect to such increaseamendment, (i) the total aggregate Revolving Credit Commitments of all of the Lenders (including any new Lender) will not exceed Two Hundred Twenty-Five Million Dollars ($225,000,000) and (ii) the sum of (A) the aggregate amount of each of the Tranche A Commitments and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto. Upon receipt of such notice the Administrative Agent will seek the agreement of one or more existing or new Lenders to increase or, increases in the case of new Lenders, provide, its or their Tranche A Revolving Credit Commitments and Tranche B Commitments in an made pursuant to this Section 14.22 plus (B) the aggregate amount equal to the increase so requested by such Borrower. of Incremental Term Loans shall not exceed One Hundred Fifty Million Dollars ($150,000,000), (b) If one or more on the effective date of such amendment the outstanding Revolving Credit Loans will be deemed to be reallocated among the Lenders (including any new Lender) so that such Revolving Credit Loans are pro rata to the Revolving Credit Commitments of all of the Lenders shall have agreed to increase its or their Tranche A Commitments and Tranche B Commitments pursuant to a request made as described in the foregoing clause (a) (it being understood that no Lender shall have any obligation to agree to any such increase of its Commitments) in an aggregate amount not less than $10,000,000, such increases and such new Tranche A Commitments and Tranche B Commitments shall become effective on a date mutually agreed upon among the Administrative Agent, HomeSide and the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the Administrative Agent, providing, among other things, for adjustments to cause Tranche A Loans and the Tranche B Loans of each Lender to correspond ratably to their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages, as applicable, after giving effect to such increase amendment, and the new Lender (including, without limitation, by providing or the existing Lender whose Commitment is being increased) will pay to the Administrative Agent for prepaying and reborrowing all then outstanding Loans the account of the affected Tranches)other Lenders such amount as is necessary to accomplish such result, (c) the Borrower shall simultaneously pay to each existing Lender any funding losses to be incurred by such lender in connection with the payment to be received by such Lender pursuant to clause (b) above, (d) on the effective date of such amendment such financial institution enters into a Lender Addendum accepted and agreed to by the Borrower and the Administrative Agent with respect to the such Revolving Credit Commitment (or increase in its Revolving Credit Commitment, as the case may be) and (e) no Lender shall be obligated to enter into any such amendment or increase its Revolving Credit Commitment. Any such amendment shall be in form and substance satisfactory to the Administrative Agent who shall promptly provide a copy thereof to each Lender."

Increase of Revolving Credit Commitments. (a) HomeSide may from The Borrower shall have the right at any time after the Closing Date to timerequest that the aggregate Revolving Credit Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least twenty (20) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Revolving Credit Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $10,000,000, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by notice which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, request to participate in any portion of the requested Commitment Increase; provided, however, that the Tranche A Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. Any such Eligible Assignee that agrees to acquire a Revolving Credit Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and Tranche B Commitments conditions hereof, (x) Schedule I shall be deemed to be amended to reflect the increases contemplated hereby, (y) the Revolving Credit Commitment of each Increasing Lender shall be increased by an aggregate amount that determined by the Administrative Agent and the Borrower (but in no event greater than the amount the amount by which such Lender is not less willing to increase its Revolving Credit Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Revolving Credit Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than $10,000,000 and will not result the amount the amount by which such Lender is willing to participate in the aggregate amount requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. Each Additional Lender may request a Note in accordance with Section 2.18(d). (iv) If on the Requested Increase Date there are any Advances outstanding hereunder, the Borrower shall borrow from all or certain of the Commitments for Lenders and/or (subject to compliance by the Borrower with Section 8.04(c)) prepay Advances of all or certain of the Lenders exceeding $3,000,000,000 such that, after giving effect thereto, provided that such increase the Advances (including, without limitation, the Types and Interest Periods thereof) shall be allocated proportionally among held by the Tranche A Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Revolving Credit Commitments. On and after each date on which a Commitment Increase occurs, the Ratable Share of each Lender’s participation in Letters of Credit and Advances from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (v) The Borrower may not exercise its rights under this Section 2.19 more than once in each successive annual period commencing on the Closing Date. (b) Anything in this Section 2.19 to the contrary notwithstanding, no increase in the aggregate Revolving Credit Commitments hereunder pursuant to this Section shall be effective unless: (i) as of the date of the relevant Notice of Increase and Tranche B Commitments on the relevant Requested Increase Date and after giving effect to such thatincrease, (x) no Default or Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Borrower in Article 4 (subject to updating in the case of Section 4.01(n)) shall be true and correct in all material respects as if made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) the Administrative Agent shall have received on or before the relevant Requested Increase Date: (A) certified copies of resolutions of the Board of Directors of the Borrower approving the Commitment Increase and (B) an opinion of counsel for the Borrower reasonably satisfactory to the Administrative Agent. (iii) on and as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, the total amount of each of ▇▇▇▇▇’▇ Rating and the Tranche A S&P Rating shall be at least equal to Baa3 and BBB- respectively; (iv) the Borrower shall not previously have reduced the Revolving Credit Commitments and Tranche B Commitments bears the same relative proportion immediately before under Section 2.05; and (v) after giving effect thereto. Upon receipt of such notice the Administrative Agent will seek the agreement of one or more existing or new Lenders to increase or, in the case of new Lenders, provide, its or their Tranche A Commitments and Tranche B Commitments in an aggregate amount equal to the increase so requested by such Borrower. (b) If one or more of the Lenders shall have agreed to increase its or their Tranche A Commitments and Tranche B Commitments pursuant to a request made as described in the foregoing clause (a) (it being understood that no Lender shall have any obligation to agree to any such increase of its Commitments) in an the aggregate amount not less than $10,000,000, such increases and such new Tranche A Commitments and Tranche B of the Revolving Credit Commitments shall become effective on a date mutually agreed upon among the Administrative Agent, HomeSide and the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the Administrative Agent, providing, among other things, for adjustments to cause Tranche A Loans and the Tranche B Loans of each Lender to correspond ratably to their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages, as applicable, after giving effect to such increase (including, without limitation, by providing for prepaying and reborrowing all then outstanding Loans of the affected Tranches)not exceed $750,000,000."

Increase of Revolving Credit Commitments. (a) HomeSide may from The Borrower shall have the right at any time after the Closing Date to timerequest that the aggregate Revolving Credit Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least twenty (20) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Revolving Credit Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $10,000,000, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by notice which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, request to participate in any portion of the requested Commitment Increase; provided, however, that the Tranche A Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. Any such Eligible Assignee that agrees to acquire a Revolving Credit Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and Tranche B Commitments conditions hereof, (x) Schedule I shall be deemed to be amended to reflect the increases contemplated hereby, (y) the Revolving Credit Commitment of each Increasing Lender shall be increased by an aggregate amount that determined by the Administrative Agent and the Borrower (but in no event greater than the amount the amount by which such Lender is not less willing to increase its Revolving Credit Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Revolving Credit Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than $10,000,000 and will not result the amount the amount by which such Lender is willing to participate in the aggregate amount requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. Each Additional Lender may request a Note in accordance with Section 2.18(d). (iv) If on the Requested Increase Date there are any Advances outstanding hereunder, the Borrower shall borrow from all or certain of the Commitments for Lenders and/or (subject to compliance by the Borrower with Section 8.04(c)) prepay Advances of all or certain of the Lenders exceeding $3,000,000,000 such that, after giving effect thereto, provided that such increase the Advances (including, without limitation, the Types and Interest Periods thereof) shall be allocated proportionally among held by the Tranche A Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Revolving Credit Commitments. On and after each Increase Date, the Ratable Share of each Lender’s participation in Letters of Credit and Advances from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (v) The Borrower may not exercise its rights under this Section 2.19 more than once in each successive annual period commencing on the Closing Date. (b) Anything in this Section 2.19 to the contrary notwithstanding, no increase in the aggregate Revolving Credit Commitments hereunder pursuant to this Section shall be effective unless: (i) as of the date of the relevant Notice of Increase and Tranche B Commitments on the relevant Requested Increase Date and after giving effect to such thatincrease, (x) no Default or Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Borrower in Article 4 (subject to updating in the case of Sections 4.01(n) and 4.01(o)) shall be true and correct in all material respects as if made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) the Administrative Agent shall have received on or before the relevant Requested Increase Date: (A) certified copies of resolutions of the Board of Directors of the Borrower approving the Commitment Increase and (B) an opinion of counsel for the Borrower reasonably satisfactory to the Administrative Agent. (iii) on and as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, the total amount of each of ▇▇▇▇▇’▇ Rating and the Tranche A S&P Rating shall be at least equal to Baa3 and BBB- respectively; (iv) the Borrower shall not previously have reduced the Revolving Credit Commitments and Tranche B Commitments bears the same relative proportion immediately before under Section 2.05; and (v) after giving effect thereto. Upon receipt of such notice the Administrative Agent will seek the agreement of one or more existing or new Lenders to increase or, in the case of new Lenders, provide, its or their Tranche A Commitments and Tranche B Commitments in an aggregate amount equal to the increase so requested by such Borrower. (b) If one or more of the Lenders shall have agreed to increase its or their Tranche A Commitments and Tranche B Commitments pursuant to a request made as described in the foregoing clause (a) (it being understood that no Lender shall have any obligation to agree to any such increase of its Commitments) in an the aggregate amount not less than $10,000,000, such increases and such new Tranche A Commitments and Tranche B of the Revolving Credit Commitments shall become effective on a date mutually agreed upon among the Administrative Agent, HomeSide and the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the Administrative Agent, providing, among other things, for adjustments to cause Tranche A Loans and the Tranche B Loans of each Lender to correspond ratably to their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages, as applicable, after giving effect to such increase (including, without limitation, by providing for prepaying and reborrowing all then outstanding Loans of the affected Tranches)not exceed $300,000,000."

Increase of Revolving Credit Commitments. Notwithstanding anything to the contrary contained in this Agreement, the Administrative Agent, the Borrower and one or more financial institutions (aincluding any existing Lender) HomeSide may from time to timetime enter into an amendment to this Agreement solely for the purpose of adding such financial institution as a Lender with a Revolving Credit Commitment under this Agreement (or, by notice to the Administrative Agentif such financial institution is already a Lender, request that the Tranche A and Tranche B Commitments be increased by an aggregate amount that is not less than $10,000,000 and will not result in the aggregate amount of the Commitments for all Lenders exceeding $3,000,000,000 after giving effect thereto, increasing its Revolving Credit Commitment); provided that such increase shall be allocated proportionally among the Tranche A Commitments and Tranche B Commitments such that, (a) after giving effect to such increaseamendment, (i) the total aggregate Revolving Credit Commitments of all of the Lenders (including any new Lender) will not exceed One Hundred Seventy-Five Million Dollars ($175,000,000) and (ii) the sum of (A) the aggregate amount of each of the Tranche A Commitments and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto. Upon receipt of such notice the Administrative Agent will seek the agreement of one or more existing or new Lenders to increase or, increases in the case of new Lenders, provide, its or their Tranche A Revolving Credit Commitments and Tranche B Commitments in an made pursuant to this Section 14.23 plus (B) the aggregate amount equal to the increase so requested by such Borrower. of Incremental Term Loans shall not exceed Seventy-Five Million Dollars ($75,000,000), (b) If one or more on the effective date of such amendment the outstanding Revolving Credit Loans will be deemed to be reallocated among the Lenders (including any new Lender) so that such Revolving Credit Loans are pro rata to the Revolving Credit Commitments of all of the Lenders shall have agreed to increase its or their Tranche A Commitments and Tranche B Commitments pursuant to a request made as described in the foregoing clause (a) (it being understood that no Lender shall have any obligation to agree to any such increase of its Commitments) in an aggregate amount not less than $10,000,000, such increases and such new Tranche A Commitments and Tranche B Commitments shall become effective on a date mutually agreed upon among the Administrative Agent, HomeSide and the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the Administrative Agent, providing, among other things, for adjustments to cause Tranche A Loans and the Tranche B Loans of each Lender to correspond ratably to their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages, as applicable, after giving effect to such increase amendment, and the new Lender (including, without limitation, by providing or the existing Lender whose Commitment is being increased) will pay to the Administrative Agent for prepaying and reborrowing all then outstanding Loans the account of the affected Tranches)other Lenders such amount as is necessary to accomplish such result, (c) the Borrower shall simultaneously pay to each existing Lender any funding losses to be incurred by such lender in connection with the payment to be received by such Lender pursuant to clause (b) above, (d) on the effective date of such amendment such financial institution enters into a Lender Addendum accepted and agreed to by the Borrower and the Administrative Agent with respect to the such Revolving Credit Commitment (or increase in its Revolving Credit Commitment, as the case may be) and (e) no Lender shall be obligated to enter into any such amendment or increase its Revolving Credit Commitment. Any such amendment shall be in form and substance satisfactory to the Administrative Agent who shall promptly provide a copy thereof to each Lender."

Increase of Revolving Credit Commitments. (a) HomeSide may from If at any time after the Closing Date, and so long as no Event of Default or Potential Default has occurred and is continuing, the Borrower desires to timeincrease the Revolving Credit Commitments, by notice to the Borrower shall notify the Administrative Agent, request that the Tranche A and Tranche B Commitments be increased by an aggregate amount that is not less than $10,000,000 and who will not result in the aggregate amount of the Commitments for all Lenders exceeding $3,000,000,000 after giving effect theretopromptly notify each Bank thereof, provided that any such increase shall be allocated proportionally among the Tranche A Commitments and Tranche B Commitments such that, after giving effect to such increase, the total in a minimum amount of each Twenty Five Million and 00/100 Dollars ($25,000,000.00) and the aggregate of all such increases shall not exceed Seventy-Five Million and 00/100 Dollars ($75,000,000.00), without the prior consent of all of the Tranche A Banks. The existing Banks shall have the right at any time within thirty (30) days following such notice to increase their respective Revolving Credit Commitments so as to provide such additional Revolving Credit Commitment pro-rata in accordance with the Ratable Share of each, and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto. Upon receipt any portion of such notice requested increase which is not provided by any such existing Bank shall be available to the other existing Banks; provided, that if more than one existing Bank desires to increase its Revolving Credit Commitment in respect of the portion not provided by an existing Bank, such participating Banks shall provide such portion of the additional Revolving Credit Commitments on a pro rata basis in accordance with the proportion that their respective Ratable Share bears to each other, and thereafter, to the extent not provided by existing Banks, to any additional lending institution or institutions proposed by the Borrower and which is approved by the Administrative Agent will seek and which becomes a party to this Agreement pursuant to documentation reasonably acceptable to the agreement Administrative Agent and prepared at the Borrower's expense, which documentation may be executed by the Borrower and the Administrative Agent (as agent for the Banks) without further consent or action of one the Banks, such consent hereby deemed to be irrevocably given to the Administrative Agent by the Banks; provided, however, that the Borrower shall have the right to have all of such increase provided by such approved additional lending institution or more institutions if all the existing or new Lenders Banks decline to increase or, in their Revolving Credit Commitments to accommodate any such requested increase. In the case event of new Lenders, provide, its or their Tranche A Commitments and Tranche B Commitments in an aggregate amount equal to the increase so requested by such Borrower. (b) If one or more of the Lenders shall have agreed to increase its or their Tranche A Commitments and Tranche B Commitments pursuant to a request made as described in the foregoing clause (a) (it being understood that no Lender shall have any obligation to agree to any such increase of its Commitments) in an the aggregate amount not less than $10,000,000, such increases and such new Tranche A Revolving Credit Commitments and Tranche B Commitments shall become effective on a date mutually agreed upon among in the Revolving Credit Commitment of any Bank effected pursuant to the terms of this Section 2.10, new Notes shall, to the extent deemed reasonably necessary or appropriate by the Administrative Agent, HomeSide be executed and delivered by the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant Borrower and, to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the extent deemed appropriate by the Administrative Agent, providing, among other things, for adjustments to cause Tranche A Loans the surrender and cancellation of existing Note(s); and the Tranche B Loans of each Lender to correspond ratably to their respective Tranche A Commitment Percentages Borrower shall execute and Tranche B Commitment Percentages, deliver such additional documentation setting forth the new Revolving Credit Commitments and Ratable Shares as applicable, after giving effect to such increase the Administrative Agent shall reasonably request (including, which documentation may be executed by the Borrower and the Administrative Agent (as agent for the Banks) without limitation, by providing for prepaying and reborrowing all then outstanding Loans further consent or action of the affected TranchesBanks, such consent herein is deemed to be irrevocably given to the Administrative Agent by the Banks)."

Increase of Revolving Credit Commitments. (a) HomeSide may from If at any time to timeafter the Closing Date, so long as no Default or Event of Default has occurred and is continuing, the Borrowers may, by notice to the Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other financial institutions not then a party to this Agreement that are approved by the Tranche A and Tranche B Commitments be increased by Administrative Agent (each, an aggregate amount “Additional Lender”) provide additional Revolving Credit Commitments; provided that is not less than $10,000,000 and will not result in the aggregate amount of the such additional Revolving Credit Commitments for all Lenders exceeding made pursuant to this Section 2.10(c) shall not exceed $3,000,000,000 after giving effect thereto, provided that such increase shall be allocated proportionally among the Tranche A Commitments and Tranche B Commitments such that, after giving effect to such increase, the total amount of each of the Tranche A Commitments and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto12,500,000. Upon receipt of such notice notice, Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or Additional Lenders to provide such additional Revolving Credit Commitments. Nothing contained in this Section 2.01(c) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent will seek to provide any portion of any such additional Revolving Credit Commitments. If and to the agreement of one or more existing or new extent that any Lenders to increase orand/or Additional Lenders agree, in the case their sole discretion, to provide any such additional Revolving Credit Commitments, (1) any Additional Lender shall execute a counterpart signature page to this agreement and deliver originally executed copies of new Lenders, provide, its or their Tranche A Commitments and Tranche B Commitments in an aggregate amount equal such signature page to the increase Company and Administrative Agent, (2) the Revolving Credit Commitment amount shall be increased by the amount of additional Revolving Credit Commitments agreed to be so requested by such Borrower. provided, (b3) If one or more the pro rata shares of the respective Lenders in respect of the Revolving Credit Commitments shall have agreed to increase its or their Tranche A Commitments be proportionally adjusted, (4) at such time and Tranche B Commitments pursuant to a request made in such manner as described in the foregoing clause (a) Borrowers and the Administrative Agent shall agree (it being understood that no Lender shall have the Borrowers and Administrative Agent will use commercially reasonable efforts to avoid the prepayment or assignment of any obligation to agree to any such increase of its Commitments) in an aggregate amount not less than $10,000,000, such increases and such new Tranche A Commitments and Tranche B Commitments shall become effective LIBOR Loan on a date mutually agreed upon among day other than the Administrative Agentlast day of the Interest Period applicable thereto), HomeSide and the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant deemed to documentation consistent herewith have assigned and otherwise in form and substance reasonably satisfactory to the Administrative Agent, providing, among other things, for adjustments to cause Tranche A assumed outstanding Revolving Loans and the Tranche B Loans participations in outstanding Letters of Credit held by each Lender to correspond ratably conform to their the respective Tranche A Commitment Percentages and Tranche B Commitment Percentages, as applicable, after giving effect to such increase (including, without limitation, by providing for prepaying and reborrowing all then outstanding Loans percentages of the affected Tranches)applicable Revolving Credit Commitments of the Lenders, (5) the Borrowers shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as Agent may reasonably request, which amendments or modifications, notwithstanding Section 10.01, shall require only the consent of the Administrative Agent and the Borrowers and not the consent of any Lender, and (6) the Revolving Credit Commitments made pursuant to this Section 2.01(c) shall be permitted indebtedness under the Sub Debt Documents and shall constitute “Senior Indebtedness” or similar term relating to the Obligations (as defined in the Sub Debt Documents) and all such Obligations shall be entitled to the benefits of the subordination created by the Sub Debt Documents."

Increase of Revolving Credit Commitments. (a) HomeSide If, prior to and after giving effect to any increase in the Revolving Credit Commitments pursuant to this Section 2.20, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, Borrower may at any time and from time to time, request an increase of the aggregate Revolving Credit Commitments by notice to the Administrative Agent, request that Agent in writing of the Tranche A and Tranche B Commitments be increased by an aggregate amount that is not less than $10,000,000 and will not result in the aggregate amount of the Commitments for all Lenders exceeding $3,000,000,000 after giving effect theretosuch proposed increase (such notice, provided a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be allocated proportionally among at least $10,000,000, (ii) the Tranche A aggregate cumulative increase in Revolving Credit Commitments pursuant to this Section 2.20 shall not exceed $200,000,000, (iii) the sum of the Revolving Credit Commitments of all Lenders under this Agreement shall not exceed $500,000,000, (iv) the Revolving Credit Commitment of any Lender may not be increased without such Lender’s consent, and Tranche B Commitments such that(v) the Market Value is equal to or greater than four (4) times the Threshold Value (calculated at the time of, and after giving effect to to, such increase). If the conditions in clauses (i) through (v) above have been satisfied, the total amount Borrower may, in its sole discretion, but with the consent of each of the Tranche A Commitments and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto. Upon receipt of such notice the Administrative Agent will seek the agreement of as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of the increased Revolving Credit Commitments pursuant to paragraph (c) below by notifying the Administrative Agent. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer increased Revolving Credit Commitments to certain existing or new Lenders to increase or, in the case of new Lenders, provide, its or their Tranche A Commitments and Tranche B Commitments in an aggregate amount equal to the increase so requested additional banks or to financial institutions identified therein or such additional banks or financial institutions identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall notify such Borrowerproposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Revolving Credit Commitments. (b) If one Any Lender that accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to this Section 2.20 shall, in each case, execute an agreement (a “Commitment Increase Agreement”), in substantially the form attached hereto as Exhibit G, with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and the definition of Revolving Credit Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. Any Lender that fails to timely execute and deliver a Commitment Increase Agreement as reasonably requested by the Administrative Agent shall be deemed to have rejected Borrower’ offer to increase its Revolving Credit Commitment. Any additional bank or more financial institution that the Borrower selects to offer participation in the increased Revolving Credit Commitments shall execute and deliver to the Administrative Agent a New Lender Agreement (a “New Lender Agreement”), in substantially the form attached hereto as Exhibit H, setting forth its Revolving Credit Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of Revolving Credit Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Revolving Credit Commitments of the Lenders shall have agreed to increase its or their Tranche A Commitments and Tranche B Commitments pursuant to a request made as described in by the foregoing clause (a) (it being understood Revolving Credit Commitment of such New Lender, provided that no the Revolving Credit Commitment of any New Lender shall have any obligation to agree to any such increase of its Commitments) in be an aggregate amount not less than $10,000,000, such increases and such new Tranche A Commitments and Tranche B Commitments 5,000,000. Each New Lender Agreement shall become effective on a date mutually agreed upon among the Administrative Agent, HomeSide and the Lenders providing such increase and/or such new Commitments be irrevocable and shall be implemented pursuant effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to documentation consistent herewith be, a commitment on the part of any Lender to increase its Commitment hereunder. (c) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and otherwise legal opinions of counsel to the Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, providingthe Administrative Agent shall reflect the increases in the Commitments effected by such agreements by appropriate entries in the Register. (d) If any bank or financial institution becomes a New Lender pursuant to Section 2.20(b) or any Lender’s Revolving Credit Commitment is increased pursuant to Section 2.20(b), among other thingsadditional Revolving Credit Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Revolving Credit Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Revolving Credit Commitment, for adjustments in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Revolving Credit Commitments, to cause Tranche A the extent of, and pro rata based on, their respective Revolving Credit Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, in the case of ABR Loan(s), on the date of such increase, and the Tranche B Loans making of each Lender to correspond ratably to their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages, as applicable, after giving effect to such increase (including, without limitation, by providing for prepaying and reborrowing all then outstanding new Loans of the affected Tranchessame Type pro rata based on the respective Revolving Credit Commitments; provided, however, for purposes of Section 4.02, the making of such new Loans shall be deemed continuations of Borrowings. (e) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding."

Increase of Revolving Credit Commitments. (a) HomeSide may from If at any time after the Closing Date, and so long as no Event of Default or Potential Default has occurred and is continuing, the Borrower desires to timeincrease the Revolving Credit Commitments, by notice to the Borrower shall notify the Administrative Agent, request that the Tranche A and Tranche B Commitments be increased by an aggregate amount that is not less than $10,000,000 and who will not result in the aggregate amount of the Commitments for all Lenders exceeding $3,000,000,000 after giving effect theretopromptly notify each Bank thereof, provided that any such increase shall be allocated proportionally among the Tranche A Commitments and Tranche B Commitments such that, after giving effect to such increase, the total in a minimum amount of each Twenty Five Million and 00/100 Dollars ($25,000,000.00) and the aggregate of all such increases shall not exceed One Hundred Million and 00/100 Dollars ($100,000,000.00), without the prior consent of all of the Tranche A Banks. The existing Banks shall have the right at any time within thirty (30) days following such notice to increase their respective Revolving Credit Commitments so as to provide such additional Revolving Credit Commitment pro-rata in accordance with the Ratable Share of each, and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto. Upon receipt any portion of such notice requested increase which is not provided by any such existing Bank shall be available to the other existing Banks; provided, that if more than one existing Bank desires to increase its Revolving Credit Commitment in respect of the portion not provided by an existing Bank, such participating Banks shall provide such portion of the additional Revolving Credit Commitments on a pro rata basis in accordance with the proportion that their respective Ratable Share bears to each other, and thereafter, to the extent not provided by existing Banks, to any additional lending institution or institutions proposed by the Borrower and which is approved by the Administrative Agent will seek and which becomes a party to this Agreement pursuant to documentation reasonably acceptable to the agreement Administrative Agent and prepared at the Borrower's expense, which documentation may be executed by the Borrower and the Administrative Agent (as agent for the Banks) without further consent or action of one the Banks, such consent hereby deemed to be irrevocably given to the Administrative Agent by the Banks; provided, however, that the Borrower shall have the right to have all of such increase provided by such approved additional lending institution or more institutions if all the existing or new Lenders Banks decline to increase or, in the case of new Lenders, provide, its or their Tranche A Revolving Credit Commitments and Tranche B Commitments in an aggregate amount equal to the increase so accommodate any such requested by such Borrower. (b) If one or more of the Lenders increase. No current Bank shall have agreed be obligated to increase its or their Tranche A Commitments Revolving Credit Commitment and Tranche B Commitments pursuant to a request made as described any increase in the foregoing clause (a) (it being understood that no Lender Revolving Credit Commitment by any current Bank shall have any obligation to agree to be in the sole discretion of such current Bank. In the event of any such increase of its Commitments) in an the aggregate amount not less than $10,000,000, such increases and such new Tranche A Revolving Credit Commitments and Tranche B Commitments shall become effective on a date mutually agreed upon among in the Revolving Credit Commitment of any Bank effected pursuant to the terms of this Section 2.11, new Notes shall, to the extent deemed reasonably necessary or appropriate by the Administrative Agent, HomeSide be executed and delivered by the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant Borrower and, to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the extent deemed appropriate by the Administrative Agent, providing, among other things, for adjustments to cause Tranche A Loans the surrender and cancellation of existing Note(s); and the Tranche B Loans of each Lender to correspond ratably to their respective Tranche A Commitment Percentages Borrower shall execute and Tranche B Commitment Percentages, deliver such additional documentation setting forth the new Revolving Credit Commitments and Ratable Shares as applicable, after giving effect to such increase the Administrative Agent shall reasonably request (including, which documentation may be executed by the Borrower and the Administrative Agent (as agent for the Banks) without limitation, by providing for prepaying and reborrowing all then outstanding Loans further consent or action of the affected TranchesBanks, such consent herein is deemed to be irrevocably given to the Administrative Agent by the Banks)."

Increase of Revolving Credit Commitments. (a) HomeSide may from If at any time after the Closing Date, and so long as no Event of Default or Potential Default has occurred and is continuing, the Borrower desires to timeincrease the Revolving Credit Commitments, by notice to the Borrower shall notify the Administrative Agent, request that the Tranche A and Tranche B Commitments be increased by an aggregate amount that is not less than $10,000,000 and who will not result in the aggregate amount of the Commitments for all Lenders exceeding $3,000,000,000 after giving effect theretopromptly notify each Bank thereof, provided that any such increase shall be allocated proportionally among the Tranche A Commitments and Tranche B Commitments such that, after giving effect to such increase, the total in a minimum amount of each Twenty Five Million and 00/100 Dollars ($25,000,000.00) and the aggregate of all such increases shall not exceed Seventy-Five Million and 00/100 Dollars ($75,000,000.00), without the prior consent of all of the Tranche A Banks. The existing Banks shall have the right at any time within thirty (30) days following such notice to increase their respective Revolving Credit Commitments so as to provide such additional Revolving Credit Commitment pro-rata in accordance with the Ratable Share of each, and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto. Upon receipt any portion of such notice requested increase which is not provided by any such existing Bank shall be available to the other existing Banks; provided, that if more than one existing Bank desires to increase its Revolving Credit Commitment in respect of the portion not provided by an existing Bank, such participating Banks shall provide such portion of the additional Revolving Credit Commitments on a pro rata basis in accordance with the proportion that their respective Ratable Share bears to each other, and thereafter, to the extent not provided by existing Banks, to any additional lending institution or institutions proposed by the Borrower and which is approved by the Administrative Agent will seek and which becomes a party to this Agreement pursuant to documentation reasonably acceptable to the agreement Administrative Agent and prepared at the Borrower’s expense, which documentation may be executed by the Borrower and the Administrative Agent (as agent for the Banks) without further consent or action of one the Banks, such consent hereby deemed to be irrevocably given to the Administrative Agent by the Banks; provided, however, that the Borrower shall have the right to have all of such increase provided by such approved additional lending institution or more institutions if all the existing or new Lenders Banks decline to increase or, in their Revolving Credit Commitments to accommodate any such requested increase. In the case event of new Lenders, provide, its or their Tranche A Commitments and Tranche B Commitments in an aggregate amount equal to the increase so requested by such Borrower. (b) If one or more of the Lenders shall have agreed to increase its or their Tranche A Commitments and Tranche B Commitments pursuant to a request made as described in the foregoing clause (a) (it being understood that no Lender shall have any obligation to agree to any such increase of its Commitments) in an the aggregate amount not less than $10,000,000, such increases and such new Tranche A Revolving Credit Commitments and Tranche B Commitments shall become effective on a date mutually agreed upon among in the Revolving Credit Commitment of any Bank effected pursuant to the terms of this Section 2.10, new Notes shall, to the extent deemed reasonably necessary or appropriate by the Administrative Agent, HomeSide be executed and delivered by the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant Borrower and, to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the extent deemed appropriate by the Administrative Agent, providing, among other things, for adjustments to cause Tranche A Loans the surrender and cancellation of existing Note(s); and the Tranche B Loans of each Lender to correspond ratably to their respective Tranche A Commitment Percentages Borrower shall execute and Tranche B Commitment Percentages, deliver such additional documentation setting forth the new Revolving Credit Commitments and Ratable Shares as applicable, after giving effect to such increase the Administrative Agent shall reasonably request (including, which documentation may be executed by the Borrower and the Administrative Agent (as agent for the Banks) without limitation, by providing for prepaying and reborrowing all then outstanding Loans further consent or action of the affected TranchesBanks, such consent herein is deemed to be irrevocably given to the Administrative Agent by the Banks)."

Increase of Revolving Credit Commitments. (a) HomeSide may from time to time, by notice to In the Administrative Agent, request event that the Tranche A Borrower wishes to increase the Total Revolving Credit Commitments at any time when no Default or Event of Default has occurred and Tranche B Commitments be increased by an aggregate amount that is not less than $10,000,000 and will not result in the aggregate amount of the Commitments for all Lenders exceeding $3,000,000,000 after giving effect theretocontinuing, provided that such increase it shall be allocated proportionally among the Tranche A Commitments and Tranche B Commitments such that, after giving effect to such increase, the total amount of each of the Tranche A Commitments and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto. Upon receipt of such notice notify the Administrative Agent will seek in writing of the agreement amount (the “Offered Increase Amount”) of one or more existing or new Lenders to such proposed increase or(such notice, in a “Revolving Credit Commitment Increase Notice”), and the case Administrative Agent shall notify each Lender of new Lenderssuch proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, provideat its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), its or their Tranche A Commitments and Tranche B Commitments in an aggregate amount equal to the increase so requested by such Borrower. (bi) If offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall have agreed specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that the Revolving Credit Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it by the Borrower to increase its or their Tranche A Commitments and Tranche B Commitments Revolving Credit Commitment pursuant to a request made as described in the foregoing clause 2.19 (a) (it being understood that i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Total Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Revolving Credit Commitments (and assuming full utilization of the Revolving Credit Commitments after giving effect to the proposed increased Revolving Credit Commitments) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to agree increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such increase of its Commitments) in an aggregate amount not less than $10,000,000, such increases and such new Tranche A Commitments and Tranche B interest rate margin applicable to the existing Revolving Credit Commitments shall become effective on a date mutually agreed upon among be increased to equal the Administrative Agent, HomeSide and the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the Administrative Agent, providing, among other things, for adjustments to cause Tranche A Loans and the Tranche B Loans of each Lender to correspond ratably to their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages, as applicable, after giving effect to such increase (including, without limitation, by providing for prepaying and reborrowing all then outstanding Loans of the affected Tranches)Incremental Revolving Margin."

Increase of Revolving Credit Commitments. (a) HomeSide If, prior to and after giving effect to any increase in the Revolving Credit Commitments pursuant to this Section 2.20, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, Borrower may at any time and from time to time, request an increase of the aggregate Revolving Credit Commitments by notice to the Administrative Agent, request that Agent in writing of the Tranche A and Tranche B Commitments be increased by an aggregate amount that is not less than $10,000,000 and will not result in the aggregate amount of the Commitments for all Lenders exceeding $3,000,000,000 after giving effect theretosuch proposed increase (such notice, provided a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be allocated proportionally among at least $10,000,000, (ii) the Tranche A aggregate cumulative increase in Revolving Credit Commitments pursuant to this Section 2.20 shall not exceed $200,000,000, (iii) the sum of the Revolving Credit Commitments of all Lenders under this Agreement shall not exceed $500,000,000, (iv) the Revolving Credit Commitment of any Lender may not be increased without such Lender’s consent, which consent may be withheld in such Lender’s sole and Tranche B Commitments such thatabsolute discretion, and (v) the Market Value is equal to or greater than four (4) times the Threshold Value (calculated at the time of, and after giving effect to to, such increase). If the conditions in clauses (i) through (v) above have been satisfied, the total amount Borrower may, in its sole discretion, but with the consent of each of the Tranche A Commitments and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto. Upon receipt of such notice the Administrative Agent will seek the agreement of as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of the increased Revolving Credit Commitments pursuant to paragraph (c) below by notifying the Administrative Agent. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer increased Revolving Credit Commitments to certain existing or new Lenders to increase or, in the case of new Lenders, provide, its or their Tranche A Commitments and Tranche B Commitments in an aggregate amount equal to the increase so requested additional banks or to financial institutions identified therein or such additional banks or financial institutions identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall notify such Borrowerproposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Revolving Credit Commitments. (b) If one Any Lender that accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to this Section 2.20 shall, in each case, execute an agreement (a “Commitment Increase Agreement”), in substantially the form attached hereto as Exhibit G, with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and the definition of Revolving Credit Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. Any Lender that fails to timely execute and deliver a Commitment Increase Agreement as reasonably requested by the Administrative Agent shall be deemed to have rejected Borrower’ offer to increase its Revolving Credit Commitment. Any additional bank or more financial institution that the Borrower selects to offer participation in the increased Revolving Credit Commitments shall execute and deliver to the Administrative Agent a New Lender Agreement (a “New Lender Agreement”), in substantially the form attached hereto as Exhibit H, setting forth its Revolving Credit Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of Revolving Credit Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Revolving Credit Commitments of the Lenders shall have agreed to increase its or their Tranche A Commitments and Tranche B Commitments pursuant to a request made as described in by the foregoing clause (a) (it being understood Revolving Credit Commitment of such New Lender, provided that no the Revolving Credit Commitment of any New Lender shall have any obligation to agree to any such increase of its Commitments) in be an aggregate amount not less than $10,000,000, such increases and such new Tranche A Commitments and Tranche B Commitments 5,000,000. Each New Lender Agreement shall become effective on a date mutually agreed upon among the Administrative Agent, HomeSide and the Lenders providing such increase and/or such new Commitments be irrevocable and shall be implemented pursuant effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to documentation consistent herewith be, a commitment on the part of any Lender to increase its Commitment hereunder. (c) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and otherwise legal opinions of counsel to the Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, providingthe Administrative Agent shall reflect the increases in the Commitments effected by such agreements by appropriate entries in the Register. (d) If any bank or financial institution becomes a New Lender pursuant to Section 2.20(b) or any Lender’s Revolving Credit Commitment is increased pursuant to Section 2.20(b), among other thingsadditional Revolving Credit Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Revolving Credit Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Revolving Credit Commitment, for adjustments in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Revolving Credit Commitments, to cause Tranche A the extent of, and pro rata based on, their respective Revolving Credit Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, in the case of ABR Loan(s), on the date of such increase, and the Tranche B Loans making of each Lender to correspond ratably to their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages, as applicable, after giving effect to such increase (including, without limitation, by providing for prepaying and reborrowing all then outstanding new Loans of the affected Tranchessame Type pro rata based on the respective Revolving Credit Commitments; provided, however, for purposes of Section 4.02, the making of such new Loans shall be deemed continuations of Borrowings. (e) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding."