Common use of Increases in Commitments Clause in Contracts

Increases in Commitments. So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing, upon notice to the Administrative Agent and each Purchaser, the Seller may request on a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000; provided, that such request for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers and the Administrative Agent are requested to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasers.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Termination or Unmatured Event of Termination has occurred this Agreement, on and is continuingfrom the Effective Date, upon notice the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each Purchasersuch request, an “Optional Increase”); provided that: (i) the Seller Borrower may not request on any increase to the Commitments after the occurrence and during the continuance of a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000Default; provided, that such request for an increase (ii) each Optional Increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller 50,000,000 and (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of such increase and all Optional Increases shall be no more than $250,000,000. (iib) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the time period within which such Purchasers approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Seller’s request Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (which if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in no event be less than ten (10) Business Days from the date of delivery of such notice form and substance reasonably satisfactory to the Administrative Agent and the Purchasers). Each of Borrower. (c) As a condition precedent to the Purchasers and Optional Increase, the Borrower shall deliver to the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion a certificate of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among Borrower dated the Sellereffective date of the Optional Increase, signed by a Responsible Officer of the Administrative Agent and such willing Purchasers (in each caseBorrower, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall certifying that: (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to resolutions adopted by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Seller effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (zexcept to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in (d) such other documents, agreements and opinions reasonably requested The Revolving Outstandings will be reallocated by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital on the effective date of any Optional Increase among the Purchasers Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such that date in accordance with their respective Commitment Ratios after giving effect thereto, to the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasersincrease in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event of Termination Default or Unmatured Event of Termination Default has occurred and is continuing, upon notice to with the prior written consent of the Administrative Agent and each Purchaserthe LC Bank and upon prior notice to the Lenders, the Seller Borrower may from time to time request on a one-an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time basis that following the Purchasers ratably increase their respective Commitments, in an aggregate amount not Closing Date and prior to exceed $50,000,000the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasersany Lender, the Seller Borrower (in consultation with the Administrative Agent and the PurchasersAgent) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers Lenders and the Administrative Agent are requested to respond to the SellerBorrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent and the PurchasersAgent). Each of Lender being asked to increase its Commitment, the Purchasers LC Bank and the Administrative Agent shall notify the Seller and the Master Servicer Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make the increase to such ratable increase in such PurchaserLender’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such PurchaserLender’s Commitment. In For the event that one or more Purchasers fails to avoidance of doubt, only the consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated Lender then being asked to one increase its Commitment (or more willing Purchaser as agreed in writing among the Selleran additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitmentrequest. If the Commitment of any Purchaser Lender is increased (or a new Person is added as Lender) in accordance with this clause (gh), the Administrative Agent, the Purchaserssuch Lender, the Seller LC Bank and the Master Servicer Borrower shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser Lender increasing its Commitment pursuant to this clause (gSection 2.01(h) may request any of (x) resolutions of the Board of Directors of the Seller Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller Borrower and (z) such other documents, agreements and opinions reasonably requested by such Purchaser Lender or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the PurchasersAgent.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Termination or Unmatured Event of Termination has occurred this Agreement, on and is continuingfrom the Effective Date, upon notice the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each Purchasersuch request, an “Optional Increase”); provided that: (i) the Seller Borrower may not request on any increase to the Commitments after the occurrence and during the continuance of a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000Default; provided, that such request for an increase (ii) each Optional Increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller 50,000,000 and (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of such increase and all Optional Increases shall be no more than $250,000,000. (iib) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the time period within which such Purchasers approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Lender’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Seller’s request Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (which if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in no event be less than ten (10) Business Days from the date of delivery of such notice form and substance reasonably satisfactory to the Administrative Agent and the Purchasers). Each of Borrower. (c) As a condition precedent to the Purchasers and Optional Increase, the Borrower shall deliver to the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion a certificate of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among Borrower dated the Sellereffective date of the Optional Increase, signed by a Responsible Officer of the Administrative Agent and such willing Purchasers (in each caseBorrower, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall certifying that: (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to resolutions adopted by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Seller effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) such other documentsthat no Default exists, agreements is continuing, or would result from the Optional Increase and opinions reasonably requested (iii) any (d) The Revolving Outstandings will be reallocated by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital on the effective date of any Optional Increase among the Purchasers Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such that date in accordance with their respective Commitment Ratios after giving effect thereto, to the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasersincrease in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Termination or Unmatured Event of Termination has occurred and is continuingthis Agreement, upon notice the Borrower may, during the Availability Period by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request up to two (2) increases to the Lenders’ Commitments (each Purchasersuch request, an “Optional Increase”); provided that: (i) the Seller Borrower may not request on any increase to the Commitments after the occurrence and during the continuance of a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000Default; provided, that such request for an increase (ii) each Optional Increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller 2,500,00 and (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of all Optional Increases shall be no more than $30,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the approval of each Issuing Lender (such increase and (ii) the time period within which such Purchasers approval not to be unreasonably withheld), and the Administrative Agent are requested decision of any Lender to respond commit to the Selleran Optional Increase shall be at such Lender’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent and the Purchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its CommitmentIssuing Lenders. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers the Borrower. (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, c) As a condition precedent to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g)Optional Increase, the Loan Parties shall deliver to the Administrative AgentAgent a certificate of the Loan Parties dated the effective date of the Optional Increase, the Purchaserssigned by Authorized Officers of each Loan Party, the Seller and the Master Servicer shall certifying that: (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to resolutions adopted by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller each Loan Party approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the executionOptional Increase, delivery (A) the representations and performance warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (B) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. Upon the request of any amendment Lender, the Borrower shall prepare, execute and deliver to this Agreement, such Lender a Note payable to the order of such Lender in accordance with Section 2.05(d). (yd) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested The Revolving Outstandings will be reallocated by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital on the effective date of any Optional Increase among the Purchasers Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such that date in accordance with their respective Commitment Ratios after giving effect thereto, to the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasersincrease in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as Provided that no Event of Default, Purchase and Sale Termination or Event, Unmatured Event of Default or Unmatured Purchase and Sale Termination Event has occurred and is continuing, upon notice to the Administrative Agent Agent, each Lender and each PurchaserLC Participant, the Seller Borrower may request on a one-time basis that each of the Purchasers Lenders and each of the LC Participants ratably increase their respective Commitments, in an aggregate amount such that after giving effect thereto the Facility Limit shall not to exceed $50,000,000; provided, that such request for an increase shall be in a minimum amount of $10,000,000200,000,000. At the time of sending such notice with respect to the PurchasersLenders and the LC Participants, the Seller Borrower (in consultation with the Administrative Agent and the PurchasersAgent) shall specify (i) the aggregate amount of such increase (such amount, the “Requested Facility Limit Increase”) and (ii) the time period within which such Purchasers the Lenders and the Administrative Agent LC Participants are requested to respond to the SellerBorrower’s request (which shall in no event be less than ten fifteen (1015) Business Days days from the date of delivery of such notice to the Administrative Agent, the Lenders and the LC Participants, unless such shorter period is agreed to by the Administrative Agent and the Purchasersapplicable Lender(s)). Each of the Purchasers Lenders and each of the Administrative Agent LC Participants shall notify the Seller Administrative Agent, the Borrower and the Master Servicer within the applicable time period (which shall not be less than fifteen (15) days or such shorter period agreed to by the Administrative Agent and the applicable Lender(s)) whether or not such Person Lender or such LC Participant agrees, in its respective sole discretion, to make such ratable increase in to such PurchaserLender’s or such LC Participant’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person Lender or any LC Participant not responding within such time period shall be deemed to have declined to consent to an increase in such PurchaserLender’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such PurchaserLC Participant’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser Lender or any LC Participant is increased in accordance with this clause (g), the Administrative Agent, the PurchasersLender, the Seller LC Participant, the Borrower and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increaseincrease and, if applicable, rebalance Capital among the Lenders such that after giving effect thereto, the aggregate outstanding Capital of the Lenders is distributed ratably among the Lenders; it being understood and agreed that the Administrative Agent Agent, any Lender or any Purchaser LC Participant increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller Borrower and (z) such other documents, agreements and opinions reasonably requested by such Purchaser Lender, such LC Participant or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the PurchasersAgent.

Increases in Commitments. So long as no Event of Termination Default or Unmatured Event of Termination Default has occurred and is continuing, upon notice to the Administrative Agent and each PurchaserGroup Agent, the Seller Borrower may from time to time request on a one-an increase in the Commitment with respect to one or more Committed Lenders, including any new Lenders that agree to become Committed Lenders pursuant to an Assumption Agreement, as provided in Section 14.03(i), or pursuant to an Assignment and Acceptance Agreement at any time basis that following the Purchasers ratably Closing Date and prior to the Termination Date, such aggregate increase their respective Commitments, in such Committed Lender’s Commitments to be an aggregate amount (for all such requests or additions) not to exceed exceeding $50,000,00075,000,000; provided, that such each request for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasersany Committed Lender, the Seller Borrower (in consultation with the Administrative Agent and the PurchasersGroup Agent related to such Committed Lender) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers Committed Lenders and the Administrative Agent are requested to respond to the SellerBorrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent and the PurchasersGroup Agents). Each In respect of the Purchasers any Committed Lender, each of such Committed Lender being asked to increase its Commitment and the Administrative Agent shall notify the Seller Borrower and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make the increase to such ratable increase in such PurchaserCommitted Lender’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such PurchaserCommitted Lender’s Commitment. In For the event that one or more Purchasers fails to avoidance of doubt, only the consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated Committed Lender then being asked to one or more willing Purchaser as agreed in writing among the Seller, increase its Commitment and the Administrative Agent and shall be required in order to approve any such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitmentrequest. If the Commitment of any Purchaser Committed Lender is increased in accordance with this clause (g), the Administrative Agent, the PurchasersPurchaser Agents for such Committed Lenders, the Seller Borrower and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser Committed Lender increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller Borrower and (z) such other documents, agreements and opinions reasonably requested by such Purchaser Committed Lender or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the PurchasersAgent.

Increases in Commitments. So long as no Event (a) The Applicable Borrowers, acting jointly, shall have the right at any time on or after the first anniversary of Termination or Unmatured Event the date of Termination has occurred and is continuing, upon notice this Agreement to increase the Administrative Agent and each Purchaser, aggregate amount of Credit Agreement ---------------- the Seller may request on a one-time basis that the Purchasers ratably increase their respective Commitments, in Commitments hereunder to an aggregate amount not to exceed $50,000,0001,500,000,000 by causing one or more banks or other financial institutions, which may include any Lender already party to this Agreement, to become a "Lender" party to this Agreement or (in the case of any Lender already party to this Agreement) to increase the amount of such Lender's Commitment; providedprovided that (i) the addition of any bank -------- or other financial institution to this Agreement that is not already a Lender shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and (ii) the Commitment of any bank or other financial institution becoming a "Lender" party to this Agreement, that such request for an and any increase in the amount of the Commitment of any Lender already party to this Agreement, shall be in a minimum an amount equal to an integral multiple of $1,000,000 and not less than $10,000,000. (b) Any increase in the aggregate amount of $10,000,000. At the time of sending such notice with respect Commitments pursuant to Section 2.11(a) hereof shall be effective only upon the execution and delivery to the Purchasers, the Seller (in consultation with Applicable Borrowers and the Administrative Agent of a commitment increase letter in substantially the form of Exhibit I hereto (a "Commitment Increase Letter"), which Commitment Increase Letter shall be -------------------------- delivered to the Administrative Agent not less than five Business Days prior to the Commitment Increase Date and the Purchasers) shall specify (i) the aggregate amount and Tranche of the Commitment of any bank or other financial institution becoming a "Lender" party to this Agreement or of any increase in the amount of such increase the Commitment under any Tranche of any Lender already party to this Agreement and (ii) the time period within which date such Purchasers and increase is to become effective (the Administrative Agent are requested to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent and the Purchasers"Commitment Increase Date"). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasers.------------------------

Increases in Commitments. So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing(a) At any time, upon the Borrower may by written notice to the Administrative Agent and each Purchaser, request one or more increases in the Seller may request on Commitments (a one-time basis “Revolving Credit Increase”); provided that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000; provided, that such request for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (i) the aggregate principal amount of for all such increase and Revolving Credit Increases after the Amendment No. 2 Effective Date shall not exceed $100,000,000, (ii) the time period within which such Purchasers and aggregate principal amount for each Revolving Credit Increase shall not be less than $20,000,000 or, if less, the Administrative Agent are requested to respond remaining amount permitted pursuant to the Seller’s foregoing clause (i), and (iii) the Borrower shall be permitted to request no more than three (3) Revolving Credit Increases during the term of this Agreement. Each such notice shall specify the date (each, an “Increase Effective Date”) on which the Borrower proposes that any Revolving Credit Increase shall be effective, which shall in no event be a date not less than ten (10) Business Days from (or such shorter period agreed to by the Administrative Agent) after the date of delivery of on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any other Person reasonably satisfactory to the Administrative Agent (to be added as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Purchasers). Each of the Purchasers Borrower and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretionAgent), to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitmentprovide a Revolving Credit Increase. Any such Person not responding within such time period shall be deemed proposed Lender offered or approached to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to provide all or any a portion of any such request for an increase in its Commitment, the Seller Revolving Credit Increase may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one elect or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agreedecline, in its sole discretion, to provide such increase Revolving Credit Increase. (b) Each Revolving Credit Increase shall become effective on the applicable Increase Effective Date; provided that: (i) no Default or Event of Default shall exist on such Increase Effective Date before or after giving effect to such Revolving Credit Increase; (ii) the Administrative Agent and the Lenders shall have received from the Borrower a Compliance Certificate demonstrating, in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), form and substance reasonably satisfactory to the Administrative Agent, that the PurchasersBorrower is in compliance with the financial covenants set forth in Section 8.1 based on the financial statements most recently delivered pursuant to Section 7.3(a) or 7.3(b), as applicable, both before and after giving effect (on a pro forma basis) to (A) such Revolving Credit Increase (with any Revolving Credit Increase being deemed to be fully funded) and (B) any transaction permitted hereunder consummated in connection therewith; and (iii) each of the representations and warranties contained in Article VI shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects, on such Increase Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date). (c) On the applicable Increase Effective Date, the Seller outstanding Revolving Credit Loans and the Master Servicer shall (i) determine the effective date with respect to such increase Commitment Percentages of Swingline Loans and shall enter into such documents as agreed to L/C Obligations will be reallocated by such parties to document such increase; it being understood and agreed that the Administrative Agent or among the Lenders (including any Purchaser increasing its new Lenders) in accordance with their revised Commitment Percentages and the Lenders (including any new Lenders) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to this clause Section 4.9 in connection with such reallocation as if such reallocation were a repayment. (gd) Each Revolving Credit Increase shall be on the same terms and conditions, including maturity, Applicable Margin and commitment fees, applicable to the Revolving Credit Facility; provided that any upfront fees payable by the Borrower to the Lenders under any Revolving Credit Increase may request any of differ from those payable under the then existing Commitments. (xe) resolutions of the Board of Directors of the Seller approving or consenting Each Revolving Credit Increase shall be effected pursuant to such Commitment increase and authorizing the execution, delivery and performance of any an amendment to this AgreementAgreement executed and delivered by the Borrower, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and the applicable increasing Lenders (ii) if applicablewhich may, rebalance Capital among without the Purchasers consent of any other Lenders, effect such that after giving effect theretoamendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the aggregate outstanding Capital opinion of the Purchasers is distributed ratably among Administrative Agent, to effect the Purchasersprovisions of this Section 2.7). (f) The Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of the Borrower authorizing such Revolving Credit Increase) reasonably requested by Administrative Agent in connection with any such transaction.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Termination or Unmatured Event of Termination has occurred this Agreement, on and is continuingfrom the Effective Date, upon notice the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each Purchasersuch request, an “Optional Increase”); provided that: (i) the Seller Borrower may not request on any increase to the Commitments after the occurrence and during the continuance of a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000Default; provided, that such request for an increase (ii) each Optional Increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller 50,000,000 and (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of such increase and all Optional Increases shall be no more than $250,000,000. (iib) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the time period within which such Purchasers approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Seller’s request Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (which if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in no event be less than ten (10) Business Days from the date of delivery of such notice form and substance reasonably satisfactory to the Administrative Agent and the Purchasers). Each of Borrower. (c) As a condition precedent to the Purchasers and Optional Increase, the Borrower shall deliver to the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion a certificate of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among Borrower dated the Sellereffective date of the Optional Increase, signed by a Responsible Officer of the Administrative Agent and such willing Purchasers (in each caseBorrower, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall certifying that: (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to resolutions adopted by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Seller effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC, VSCC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital on the effective date of any Optional Increase among the Purchasers Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such that date in accordance with their respective Commitment Ratios after giving effect thereto, to the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasersincrease in Commitments contemplated by this Section 2.19.

Increases in Commitments. (i) So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing, upon notice to the Administrative Agent and each Purchaser, the Seller may request on a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed 744072627 21691544 34 $50,000,000; provided, that such request for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (ia) the aggregate amount of such increase and (iib) the time period within which such Purchasers and the Administrative Agent are requested to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser Purchasers as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. . (ii) So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing and so long as the Facility Limit at such time has not previously been reduced pursuant to Section 2.02(e), in lieu of requesting that the Purchasers ratably increase their respective Commitments pursuant to Section 2.02(g)(i) above, the Seller may, on a one-time basis, at its option select one or more banks, financial institutions or other entities (each such new party, an “Augmenting Purchaser”) to provide additional Commitments in an aggregate amount not to exceed $50,000,000 (and in an aggregate minimum amount of $10,000,000); provided, that each Augmenting Purchaser shall be subject to the reasonable approval of the Administrative Agent, and provided further that each Augmenting Purchaser executes documentation in form and content satisfactory to the Administrative Agent to become a “Purchaser” under this Agreement. (iii) If the Commitment of any Purchaser is increased or if any Augmenting Purchaser provides a new Commitment in accordance with this clause (g), the Administrative Agent, the PurchasersPurchasers (including any Augmenting Purchaser), the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase increased or new Commitment and shall enter into such documents as agreed to by such parties to document such increaseincreased or new Commitment; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment or providing a new Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller approving or consenting to such new or increased Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital 744072627 21691544 35 among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasers.

Increases in Commitments. So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing, upon notice to the Administrative Agent and each Purchaser, the Seller may request on a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000100,000,000; provided, that such request for an increase shall be in a minimum amount of $10,000,00025,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers and the Administrative Agent are requested to respond to the Seller’s request (which shall in no event be less than ten fifteen (1015) Business Days from the date of delivery of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser Purchasers as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. To the extent that the requested Commitment increase has been validly requested in accordance with this clause (g) and all or any portion of such validly requested increase has been declined by the Purchasers, the Seller may add up to two additional Persons to this Agreement as Purchasers in accordance with Section 14.03(i); provided, however, that the aggregate amount of new Commitments and Commitment increases effectuated pursuant to this clause (i) shall not exceed $100,000,000. If the Commitment of any Purchaser is increased or additional Person added as a Purchaser, in either case, in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing or establishing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasers.

Increases in Commitments. So long as no Event (a) The Borrowers, acting jointly, shall have the right at any time to increase the aggregate amount of Termination or Unmatured Event of Termination has occurred and is continuing, upon notice the Commitments hereunder to the Administrative Agent and each Purchaser, the Seller may request on a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,0001,500,000,000 by causing one or more banks or other financial institutions, which may include any Lender already party to this Agreement, to become a “Lender” party to this Agreement or (in the case of any Lender already party to this Agreement) to increase the amount of such Lender’s Commitment; providedprovided that (i) the addition of any bank or other financial institution to this Agreement that is not already a Lender shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and (ii) the Commitment of any bank or other financial institution becoming a “Lender” party to this Agreement, that such request for an and any increase in the amount of the Commitment of any Lender already party to this Agreement, shall be in a minimum an amount equal to an integral multiple of $1,000,000 and not less than $10,000,000. (b) Any increase in the aggregate amount of $10,000,000. At the time of sending such notice with respect Commitments pursuant to Section 2.10(a) hereof shall be effective only upon the execution and delivery to the Purchasers, the Seller (in consultation with Borrowers and the Administrative Agent of a commitment increase letter in substantially the form of Exhibit I hereto (a “Commitment Increase Letter”), which Commitment Increase Letter shall be delivered to the Administrative Agent not less than five Business Days prior to the Commitment Increase Date and the Purchasers) shall specify (i) the aggregate amount of such the Commitment of any bank or other financial institution becoming a “Lender” party to this Agreement or of any increase in the amount of the Commitment of any Lender already party to this Agreement and (ii) the time period within which date such Purchasers increase is to become effective (the “Commitment Increase Date”). (c) Any increase in the aggregate amount of the Commitments pursuant to this Section 2.10 shall not be effective unless: (i) no Default shall have occurred and be continuing on the Administrative Agent are requested to respond to Commitment Increase Date; (ii) each of the Seller’s request representations and warranties made by the Borrowers in Section 7 hereof (which other than the Excluded Representations) shall be true and correct in no event be less than ten (10) Business Days from all material respects on and as of the date of delivery Commitment Increase Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) no notice to of borrowing of Syndicated Loans affected by such increase in the Administrative Agent and the Purchasers). Each aggregate amount of the Purchasers Commitments shall have been given, in each case, on and as of such Commitment Increase Date; (iv) such increase in the aggregate amount of the Commitments does not cause any Lender to hold a Commitment in an amount exceeding 25% of the aggregate amount of the Commitments; (v) immediately after giving effect to such increase, the aggregate amount of Commitments available for borrowing by COFC shall not exceed 25% of the aggregate amount of Commitments; and (vi) the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request received (with sufficient copies for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion each of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in Lenders) each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions a certificate of the Board of Directors corporate secretary or assistant secretary of the Seller approving or consenting Borrowers as to the taking of any corporate action necessary in connection with such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability an opinion or opinions of counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such increase. Each notice requesting an increase in the aggregate amount of the Seller and Commitments pursuant to this Section 2.10 shall constitute a certification to the effect set forth in clauses (zi) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchaserspreceding sentence. (d) No Lender shall at any time be required to agree to a request of a Borrower to increase its Commitment or obligations hereunder.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Termination or Unmatured Event of Termination has occurred this Agreement, on and is continuingfrom the Effective Date, upon notice the Borrowers may, by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each Purchasersuch request, an “Optional Increase”); provided that: (i) the Seller Borrowers may not request on any increase to the Commitments after the occurrence and during the continuance of a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000Default; provided, that such request for an increase (ii) each Optional Increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller 50,000,000 and (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of such increase and all Optional Increases shall be no more than the Accordion Amount. (iib) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the time period within which such Purchasers approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrowers may, at their own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Seller’s request Administrative Agent, the (which c) As a condition precedent to the Optional Increase, the Loan Parties shall in no event be less than ten (10) Business Days from the date of delivery of such notice deliver to the Administrative Agent and the Purchasers). Each a certificate of the Purchasers and Loan Parties dated the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion effective date of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the SellerOptional Increase, the Administrative Agent and such willing Purchasers (in signed by Authorized Officers of each caseLoan Party, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall certifying that: (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to resolutions adopted by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller each Loan Party approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Seller effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital on the effective date of any Optional Increase among the Purchasers Lenders in accordance with their revised Commitment Ratios, and the applicable Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such that date in accordance with their respective Commitment Ratios after giving effect theretoto the increase in Commitments contemplated by this Section 2.19. (e) In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.19, the respective Sublimits of each Borrower shall be increased by an equal aggregate outstanding Capital of amount as the Purchasers is distributed ratably among Borrowers may direct by notice to the PurchasersAdministrative Agent, subject to the limitations set forth in Section 2.08(f); provided that a Borrower’s Sublimit shall at no time exceed such Borrower’s Maximum Sublimit.

Increases in Commitments. So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing(a) The Borrowers, upon notice acting jointly, shall have the right at any time to increase the Administrative Agent and each Purchaser, the Seller may request on a one-time basis that the Purchasers ratably increase their respective Commitments, in Total Commitment to an aggregate amount not to exceed $50,000,0003,000,000,000 by causing one or more banks or other financial institutions, which may include any Lender already party to this Agreement, to become a "Lender" party to this Agreement or (in the case of any Lender already party to this Agreement) to increase the amount of such Lender's Commitment; providedprovided that (i) the addition of any bank or other financial institution to this Agreement that is not already a Lender shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and (ii) the Commitment of any bank or other financial institution becoming a "Lender" party to this Agreement, that such request for an and any increase in the amount of the Commitment of any Lender already party to this Agreement, shall be in a minimum an amount equal to an integral multiple of $1,000,000 and not less than $10,000,000. At . (b) Any increase in the time of sending such notice with respect Total Commitment pursuant to Section 2.12(a) shall be effective only upon the execution and delivery to the Purchasers, the Seller (in consultation with Borrowers and the Administrative Agent of a commitment increase letter in substantially the form of Exhibit D hereto (a " Commitment Increase Letter "), which Commitment Increase Letter shall be delivered to the Administrative Agent not less than five Business Days prior to the Commitment Increase Date and the Purchasers) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers and the Administrative Agent are requested to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent bank or any Purchaser increasing its Commitment pursuant other financial institution becoming a "Lender" party to this clause (g) may request Agreement or of any of (x) resolutions increase in the amount of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment Lender already party to this Agreement, (yii) the date such increase is to become effective (the " Commitment Increase Date ") and (iii) the amount, subject to Section 2.12(c)(v), by which the Borrowers propose to increase the Parent Borrowing Limit. (c) Any increase in the Total Commitment pursuant to this Section 2.12 shall not be effective unless: (i) no Default shall have occurred and be continuing on the Commitment Increase Date; (ii) each of the representations and warranties made by the Borrowers in Article III shall be true and correct in all material respects on and as of the Commitment Increase Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) no notice of a Revolving Credit Borrowing affected by such increase in the Total Commitment shall have been given, in each case, on and as of such Commitment Increase Date; (iv) such increase in the Total Commitment does not cause any Lender to hold a Commitment in an aggregate amount exceeding 20% of the Total Commitment; (v) immediately after giving effect to such increase, the Parent Borrowing Limit shall have been increased by no more than its proportionate amount; and (vi) the Administrative Agent shall have received each of (A) a certificate of the corporate secretary or assistant secretary of each of the Borrowers as to the taking of any corporate action necessary in connection with such increase and enforceability evidence of incumbency, including specimen signatures, of officers and (B) if requested by the Administrative Agent or the Required Lenders, an opinion or opinions of counsel of to the Seller Borrowers as to their corporate power and (z) authority to borrow hereunder after giving effect to such increase and such other documents, agreements and opinions reasonably requested by such Purchaser or matters relating thereto as the Administrative Agent and its counsel may reasonably request. Each notice requesting an increase in the Total Commitment pursuant to this Section 2.12 shall constitute a certification to the effect set forth in clauses (i) and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among preceding sentence. (d) No Lender shall at any time be required to agree to a request of the PurchasersBorrowers to increase its Commitment or obligations hereunder.

Increases in Commitments. So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing(a) At any time, upon the Borrower may by written notice to the Administrative Agent and each Purchaser, request one or more increases in the Seller may request on Commitments (a one-time basis “Revolving Credit Increase”); provided that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000; provided, that such request for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (i) the aggregate principal amount of for all such increase and Revolving Credit Increases shall not exceed $100,000,000, (ii) the time period within which such Purchasers and aggregate principal amount for each Revolving Credit Increase shall not be less than $20,000,000 or, if less, the Administrative Agent are requested to respond remaining amount permitted pursuant to the Seller’s foregoing clause (i), and (iii) the Borrower shall be permitted to request no more than three (3) Revolving Credit Increases during the term of this Agreement. Each such notice shall specify the date (each, an “Increase Effective Date”) on which the Borrower proposes that any Revolving Credit Increase shall be effective, which shall in no event be a date not less than ten (10) Business Days from (or such shorter period agreed to by the Administrative Agent) after the date of delivery of on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any other Person reasonably satisfactory to the Administrative Agent (to be added as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Purchasers). Each of the Purchasers Borrower and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretionAgent), to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitmentprovide a Revolving Credit Increase. Any such Person not responding within such time period shall be deemed proposed Lender offered or approached to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to provide all or any a portion of any such request for an increase in its Commitment, the Seller Revolving Credit Increase may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one elect or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agreedecline, in its sole discretion, to provide such increase Revolving Credit Increase. (b) Each Revolving Credit Increase shall become effective on the applicable Increase Effective Date; provided that: (i) no Default or Event of Default shall exist on such Increase Effective Date before or after giving effect to such Revolving Credit Increase; (ii) the Administrative Agent and the Lenders shall have received from the Borrower a Compliance Certificate demonstrating, in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), form and substance reasonably satisfactory to the Administrative Agent, that the PurchasersBorrower is in compliance with the financial covenant set forth in Section 8.1 based on the financial statements most recently delivered pursuant to Section 7.3(a) or 7.3(b), as applicable, both before and after giving effect (on a pro forma basis) to (A) such Revolving Credit Increase (with any Revolving Credit Increase being deemed to be fully funded) and (B) any transaction permitted hereunder consummated in connection therewith; and (iii) each of the representations and warranties contained in Article VI shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects, on such Increase Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date). (c) On the applicable Increase Effective Date, the Seller outstanding Revolving Credit Loans and the Master Servicer shall (i) determine the effective date with respect to such increase Commitment Percentages of Swingline Loans and shall enter into such documents as agreed to L/C Obligations will be reallocated by such parties to document such increase; it being understood and agreed that the Administrative Agent or among the Lenders (including any Purchaser increasing its new Lenders) in accordance with their revised Commitment Percentages and the Lenders (including any new Lenders) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to this clause Section 4.9 in connection with such reallocation as if such reallocation were a repayment. (gd) Each Revolving Credit Increase shall be on the same terms and conditions, including maturity, Applicable Margin and commitment fees, applicable to the Revolving Credit Facility; provided that any upfront fees payable by the Borrower to the Lenders under any Revolving Credit Increase may request any of differ from those payable under the then existing Commitments. (xe) resolutions of the Board of Directors of the Seller approving or consenting Each Revolving Credit Increase shall be effected pursuant to such Commitment increase and authorizing the execution, delivery and performance of any an amendment to this AgreementAgreement executed and delivered by the Borrower, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and the applicable increasing Lenders (ii) if applicablewhich may, rebalance Capital among without the Purchasers consent of any other Lenders, effect such that after giving effect theretoamendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the aggregate outstanding Capital opinion of the Purchasers is distributed ratably among Administrative Agent, to effect the Purchasersprovisions of this Section 2.7). (f) The Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such Revolving Credit Increase) reasonably requested by Administrative Agent in connection with any such transaction.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Termination or Unmatured Event of Termination has occurred and is continuingthis Agreement, upon notice the Borrower may, during the Availability Period by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each Purchasersuch request, an “Optional Increase”); provided that: (i) the Seller Borrower may not request on any increase to the Commitments after the occurrence and during the continuance of a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000Default; provided, that such request for an increase (ii) each Optional Increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller 50,000,000 and (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of such increase and all Optional Increases shall be no more than $100,000,000. (iib) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the time period within which such Purchasers approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Lender’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Seller’s request Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (which if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in no event be less than ten (10) Business Days from the date of delivery of such notice form and substance reasonably satisfactory to the Administrative Agent and the Purchasers). Each of Borrower. (c) As a condition precedent to the Purchasers and Optional Increase, the Loan Parties shall deliver to the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion a certificate of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among Loan Parties dated the Sellereffective date of the Optional Increase, the Administrative Agent and such willing Purchasers (in signed by Authorized Officers of each caseLoan Party, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall certifying that: (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to resolutions adopted by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller each Loan Party approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Seller effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital on the effective date of any Optional Increase among the Purchasers Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such that date in accordance with their respective Commitment Ratios after giving effect thereto, to the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasersincrease in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event (a) During the period from the date hereof to the Maturity Date, at the request of Termination or Unmatured Event the Borrower and with the consent of Termination has occurred and is continuing, upon notice to the Administrative Agent (which consent shall not be unreasonably withheld), any Lender may, at its sole and each Purchaserabsolute discretion, (but shall not be obligated to) increase the Seller may request on a one-time basis that amount of its Commitment by executing an Increased Commitment Supplement with the Purchasers ratably increase their respective CommitmentsBorrower and the Administrative Agent, substantially in an aggregate amount not to exceed $50,000,000; providedthe form of Exhibit F hereto, that whereupon such request for an increase Lender shall be in a minimum amount bound by and entitled to the benefits of $10,000,000. At the time of sending such notice this Agreement with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify full amount of its Commitment as so increased; provided that (i) the aggregate minimum amount of such increase shall be $2,500,000, and (ii) after giving effect to such increase, the time period within which such Purchasers and aggregate amount of the Administrative Agent are requested to respond to the Seller’s request Commitments shall not exceed $125,000,000. (which shall in no event be less than ten (10b) Business Days from If on the date of delivery of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to on which any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested Lender increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any Section 2.20 there is an unpaid principal amount of (x) resolutions of Revolving Loans, the Board of Directors of the Seller approving or consenting to Borrower shall borrow from such Commitment increase and authorizing the execution, delivery and performance of any amendment to Lender under this Agreement, subject to Section 4, Revolving Loans of such types and in such amounts as shall be necessary to cause the outstanding amount of such Lender's share of each type of Revolving Loan made by all Lenders to be equal to such Lender's pro rata share. Notwithstanding anything herein to the contrary, any Eurodollar Loans made by a Lender pursuant to this Section 2.20 shall have (yi) a corporate and enforceability opinion of counsel of Interest Periods which end on the Seller and (z) such other documents, agreements and opinions reasonably requested same dates as the Interest Periods for the corresponding Eurodollar Loans made by such Purchaser or all the Administrative Agent Lenders and (ii) if applicableinterest rates equal to the interest rates for the corresponding Eurodollar Loans made by all the Lenders. (c) Subject to the provisions of Sections 2.02, rebalance Capital among 2.03 and 2.09, the Purchasers Borrower may elect to have the Administrative Agent on behalf of the Borrower apply the proceeds of such Lender's Revolving Loans made pursuant to this Section 2.20 to the partial prepayment of the Lenders' Revolving Loans (including such Lender's Revolving Loans made pursuant to Section 2.20(b), it being understood that such Lender may retain an amount equal to its pro rata share of its Revolving Loans) to the extent necessary to cause the outstanding amount of such Lender's share of each type of Revolving Loan made by all Lenders to be equal to such Lender's pro rata share (as determined after giving effect theretoto the increase in Commitment) (and the pro rata provisions of Section 2.16 shall not be applicable to such payment). If the Borrower elects to apply the proceeds of such Lender's Revolving Loans to the partial prepayment of the other Lenders' Eurodollar Loans on a date other than the last day of an Interest Period with respect to all such Eurodollar Loans, the aggregate outstanding Capital Borrower shall pay to the Lenders (other than the Lender increasing the amount of its Commitment) the compensation referred to in Section 2.14. (d) The Administrative Agent shall advise the Lenders of such increase in the Commitment of a Lender and of the Purchasers is distributed ratably among the Purchasersamount of any borrowing from such Lender hereunder made simultaneously upon such increase."

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Termination or Unmatured Event of Termination has occurred and is continuingthis Agreement, upon notice the Borrower may, during the Availability Period by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each Purchasersuch request, an “Optional Increase”); provided that: (i) the Seller Borrower may not request on any increase to the Commitments after the occurrence and during the continuance of a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000Default; provided, that such request for an increase (ii) each Optional Increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller 50,000,000 and (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of such increase and all Optional Increases shall be no more than $100,000,000. (iib) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the time period within which such Purchasers approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Lender’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Seller’s request Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (which if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in no event be less than ten (10) Business Days from the date of delivery of such notice form and substance reasonably satisfactory to the Administrative Agent and the Purchasers). Each of Borrower. (c) As a condition precedent to the Purchasers and Optional Increase, the Borrower shall deliver to the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion a certificate of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among Borrower dated the Sellereffective date of the Optional Increase, signed by a Responsible Officer of the Administrative Agent and such willing Purchasers (in each caseBorrower, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall certifying that: (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to resolutions adopted by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Seller effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC, TRA, VSCC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital on the effective date of any Optional Increase among the Purchasers Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such that date in accordance with their respective Commitment Ratios after giving effect thereto, to the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasersincrease in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Termination or Unmatured Event of Termination has occurred this Agreement, on and is continuingfrom the Effective Date, upon notice the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each Purchasersuch request, an “Optional Increase”); provided that: (i) the Seller Borrower may not request on any increase to the Commitments after the occurrence and during the continuance of a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000Default; provided, that such request for an increase (ii) each Optional Increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller 50,000,000 and (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of such increase and all Optional Increases shall be no more than $250,000,000. (iib) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the time period within which such Purchasers approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Seller’s request Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (which if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in no event be less than ten (10) Business Days from the date of delivery of such notice form and substance reasonably satisfactory to the Administrative Agent and the Purchasers). Each of Borrower. (c) As a condition precedent to the Purchasers and Optional Increase, the Borrower shall deliver to the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion a certificate of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among Borrower dated the Sellereffective date of the Optional Increase, signed by a Responsible Officer of the Administrative Agent and such willing Purchasers (in each caseBorrower, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall certifying that: (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to resolutions adopted by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Seller effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital on the effective date of any Optional Increase among the Purchasers Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such that date in accordance with their respective Commitment Ratios after giving effect thereto, to the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasersincrease in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event (a) The Borrowers, acting jointly, shall have the right at any time to increase the aggregate amount of Termination the Commitments hereunder to an amount not to exceed $1,250,000,000 by causing one or Unmatured Event more banks or other financial institutions, which may include any Lender already party to this Agreement, to become a “Lender” party to this Agreement or (in the case of Termination has occurred any Lender already party to this Agreement) to increase the amount of such Lender’s Commitment; provided that (i) the addition of any bank or other financial institution to this Agreement that is not already a Lender shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and is continuing(ii) the Commitment of any bank or other financial institution becoming a “Lender” party to this Agreement, and any increase in the amount of the Commitment of any Lender already party to this Agreement, shall be in an amount equal to an integral multiple of $1,000,000 and not less than $10,000,000. (b) Any increase in the aggregate amount of the Commitments pursuant to Section 2.10(a) hereof shall be effective only upon notice to the execution and delivery by the Borrowers, the Administrative Agent and each Purchaserrelevant bank, financial institution or Lender of a commitment increase letter in substantially the Seller may request on form of Exhibit I hereto (a one-time basis that the Purchasers ratably increase their respective Commitments“Commitment Increase Letter”), in an aggregate amount not to exceed $50,000,000; provided, that such request for an increase which Commitment Increase Letter shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect delivered to the Purchasers, the Seller (in consultation with the Administrative Agent not less than three Business Days prior to the Commitment Increase Date and the Purchasers) shall specify (i) the aggregate amount of the Commitment of such bank or other financial institution becoming a “Lender” party to this Agreement or of any increase in the amount of the Commitment of such Lender and (ii) the time period within which date such Purchasers increase is to become effective (the “Commitment Increase Date”). (c) Any increase in the aggregate amount of the Commitments pursuant to this Section 2.10 shall not be effective unless: (i) no Default shall have occurred and be continuing on the Administrative Agent are requested to respond to Commitment Increase Date; (ii) each of the Seller’s request representations and warranties made by the Borrowers in Section 7 hereof (which other than the Excluded Representations) shall be true and correct in no event be less than ten (10) Business Days from all material respects on and as of the date of delivery Commitment Increase Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) no notice to of borrowing of Syndicated Loans shall be outstanding on and as of such Commitment Increase Date; (iv) such increase in the Administrative Agent and the Purchasers). Each aggregate amount of the Purchasers and Commitments does not cause any Lender to hold a Commitment in an amount exceeding 25% of the aggregate amount of the Commitments as so increased; (v) immediately after giving effect to such increase, the aggregate amount of Commitments available for borrowing by COFC shall not exceed 66- 2/3% of the aggregate amount of the Commitments as so increased; and (vi) the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request received (with sufficient copies for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion each of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in Lenders) each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions a certificate of the Board of Directors corporate secretary or assistant secretary of the Seller approving or consenting Borrowers as to the taking of any corporate action necessary in connection with such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability an opinion or opinions of counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such increase. Each notice requesting an increase in the aggregate amount of the Seller and Commitments pursuant to this Section 2.10 shall constitute a certification to the effect set forth in clauses (zi) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchaserspreceding sentence. (d) No Lender shall at any time be required to agree to a request of a Borrower to increase its Commitment or obligations hereunder.

Increases in Commitments. So long as (a) Provided that no Event of Termination or Unmatured Event of Termination has Default shall have occurred and is be continuing, the Borrower may at any time prior to the Termination Date request in writing that the then existing Commitments be increased by an amount which is not greater than $300,000,000 in the aggregate since the Effective Date in accordance with the provisions of this Section. Any request under this Section shall be submitted by the Borrower to the Banks through the Administrative Agent not less than 45 days prior to the proposed increase and shall specify the proposed effective date and amount of such increase and be accompanied by a certificate of an authorized officer of the Borrower, stating that no Default exists as of the date of the request or will result from the requested increase. The consent of the Banks shall not be required for an increase in the amount of the Commitments pursuant to this Section, except that each Bank shall have the right to consent to an increase in the amount of its Commitment as set forth in this Section 2.16. (b) Each Bank may approve or reject the Borrower's request in its sole and absolute discretion and, absent an affirmative written response within 30 days after receipt of the Borrower's request, shall be deemed to have rejected the Borrower's request. The rejection of the Borrower's request by any number of Banks shall not affect the Borrower's right to increase the Commitments pursuant to this Section. No Bank which rejects the Borrower's request for an increase in the Commitments shall be subject to removal as a Bank under Section 8.6. (c) In responding to the Borrower's request, each Bank that is willing to increase the amount of its Commitment shall specify the amount of the proposed increase to which it is willing to commit. (d) If the aggregate principal amount offered to be committed to by the consenting Banks is less than the amount requested by the Borrower, the Borrower may (i) reject the proposed increase in its entirety, (ii) accept the offered amounts or (iii) designate new lenders who are reasonably acceptable to the Administrative Agent as additional Banks hereunder in accordance with clause (f) of this Section (each, a "New Bank"), which New Banks may commit to the amount of the increase in the Commitments that has not been committed to by the increasing Banks; provided that the amount of the increase in the Commitments committed to by the increasing Banks and the New Banks shall not be greater than $300,000,000 in the aggregate since the Effective Date and provided further that the minimum Commitment of each New Bank shall be not less than the lowest Commitment of an existing Bank prior to the proposed increase in Commitments. (e) If the aggregate principal amount offered to be committed to by the consenting Banks is more than the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, shall allocate the increase in Commitments among the consenting Banks. (f) Each New Bank designated by the Borrower and reasonably acceptable to the Administrative Agent shall become an additional party hereto as a New Bank concurrently with the effectiveness of the proposed increase in the Commitments upon notice its execution of an instrument of joinder to this Agreement which is in form and substance reasonably acceptable to the Administrative Agent and each Purchaser, the Seller may request on a one-time basis that the Purchasers ratably increase their respective Commitmentswhich, in an aggregate amount not to exceed $50,000,000; providedany event, that such request for an increase shall be in a minimum amount of $10,000,000. At contains the time of sending such notice with respect to the Purchasersrepresentations, the Seller (in consultation with the Administrative Agent warranties, indemnities and the Purchasers) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers and the Administrative Agent are requested to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice other protections afforded to the Administrative Agent and the Purchasers). Each other Banks by an Assignment and Acceptance Agreement. (g) Subject to the foregoing, any increase requested by the Borrower shall be effective as of the Purchasers and date agreed to by the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g)Borrower, the Administrative Agent, the Purchasers, the Seller increasing Banks and the Master Servicer New Banks (if any) and shall be in the principal amount equal to (i) determine the effective date with respect amount which the consenting Banks are willing to such increase and shall enter into such documents commit to as agreed increases to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any amount of (x) resolutions of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and their Commitments plus (ii) if applicable, rebalance Capital among the Purchasers amount offered by any New Banks. Upon the effectiveness of any such that after giving effect theretoincrease, the aggregate outstanding Capital Borrower shall issue replacement Notes to each affected Bank and new Notes to each New Bank, and the Commitments of each Bank will be adjusted to give effect to the Purchasers is distributed ratably among increase in the PurchasersCommitments and set forth in a new schedule issued by the Administrative Agent.

Increases in Commitments. So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing(a) At any time, upon the Borrower may by written notice to the Administrative Agent and each Purchaser, request one or more increases in the Seller may request on Commitments (a one-time basis “Revolving Credit Increase”); provided that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000; provided, that such request for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (i) the aggregate principal amount of for all such increase and Revolving Credit Increases shall not exceed $100,000,000, (ii) the time period within which such Purchasers and aggregate principal amount for each Revolving Credit Increase shall not be less than $20,000,000 or, if less, the Administrative Agent are requested to respond remaining amount permitted pursuant to the Seller’s foregoing clause (i), and (iii) the Borrower shall be permitted to request no more than three (3) Revolving Credit Increases during the term of this Agreement. Each such notice shall specify the date (each, an “Increase Effective Date”) on which the Borrower proposes that any Revolving Credit Increase shall be effective, which shall in no event be a date not less than ten (10) Business Days from (or such shorter period agreed to by the Administrative Agent) after the date of delivery of on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any other Person reasonably satisfactory to the Administrative Agent (to be added as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Purchasers). Each of the Purchasers Borrower and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretionAgent), to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitmentprovide a Revolving Credit Increase. Any such Person not responding within such time period shall be deemed proposed Lender offered or approached to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to provide all or any a portion of any such request for an increase in its Commitment, the Seller Revolving Credit Increase may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one elect or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agreedecline, in its sole discretion, to provide such increase Revolving Credit Increase. (b) Each Revolving Credit Increase shall become effective on the applicable Increase Effective Date; provided that: (i) no Default or Event of Default shall exist on such Increase Effective Date before or after giving effect to such Revolving Credit Increase; (ii) the Administrative Agent and the Lenders shall have received from the Borrower a Compliance Certificate demonstrating, in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), form and substance reasonably satisfactory to the Administrative Agent, that the PurchasersBorrower is in compliance with the financial covenant set forth in Section 8.1 based on the financial statements most recently delivered pursuant to Section 7.3(a) or 7.3(b), as applicable, both before and after giving effect (on a pro forma basis) to (A) such Revolving Credit Increase (with any Revolving Credit Increase being deemed to be fully funded) and (B) any transaction permitted hereunder consummated in connection therewith; and (iii) each of the representations and warranties contained in Article VI shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects, on such Increase Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date). (c) On the applicable Increase Effective Date, the Seller outstanding Revolving Credit Loans and the Master Servicer shall (i) determine the effective date with respect to such increase Commitment Percentages of Swingline Loans and shall enter into such documents as agreed to L/C Obligations will be reallocated by such parties to document such increase; it being understood and agreed that the Administrative Agent or among the Lenders (including any Purchaser increasing its new Lenders) in accordance with their revised Commitment Percentages and the Lenders (including any new Lenders) agree to make all payments and 126047641_6 adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to this clause Section 4.9 in connection with such reallocation as if such reallocation were a repayment. (gd) Each Revolving Credit Increase shall be on the same terms and conditions, including maturity, Applicable Margin and commitment fees, applicable to the Revolving Credit Facility; provided that any upfront fees payable by the Borrower to the Lenders under any Revolving Credit Increase may request any of differ from those payable under the then existing Commitments. (xe) resolutions of the Board of Directors of the Seller approving or consenting Each Revolving Credit Increase shall be effected pursuant to such Commitment increase and authorizing the execution, delivery and performance of any an amendment to this AgreementAgreement executed and delivered by the Borrower, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and the applicable increasing Lenders (ii) if applicablewhich may, rebalance Capital among without the Purchasers consent of any other Lenders, effect such that after giving effect theretoamendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the aggregate outstanding Capital opinion of the Purchasers is distributed ratably among Administrative Agent, to effect the Purchasersprovisions of this Section 2.7). (f) The Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such Revolving Credit Increase) reasonably requested by Administrative Agent in connection with any such transaction.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Termination or Unmatured Event of Termination has occurred and is continuingthis Agreement, upon notice the Borrower may, during the Availability Period by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each Purchasersuch request, an “Optional Increase”); provided that: (i) the Seller Borrower may not request on any increase to the Commitments after the occurrence and during the continuance of a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000Default; provided, that such request for an increase (ii) each Optional Increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller 50,000,000 and (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of such increase and all Optional Increases shall be no more than $100,000,000. (iib) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the time period within which such Purchasers approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Lender’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Seller’s request Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (which if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in no event be less than ten (10) Business Days from the date of delivery of such notice form and substance reasonably satisfactory to the Administrative Agent and the Purchasers). Each of Borrower. (c) As a condition precedent to the Purchasers and Optional Increase, the Borrower shall deliver to the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion a certificate of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among Borrower dated the Sellereffective date of the Optional Increase, signed by a Responsible Officer of the Administrative Agent and such willing Purchasers (in each caseBorrower, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall certifying that: (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to resolutions adopted by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Seller effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital on the effective date of any Optional Increase among the Purchasers Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such that date in accordance with their respective Commitment Ratios after giving effect thereto, to the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasersincrease in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing(i) The Borrower may, upon by written notice to the Administrative Agent and (who shall promptly notify the Lenders), request an increase in the Commitments (each Purchasersuch increase, the Seller may request on a one-time basis that the Purchasers ratably increase their respective Commitments, in an “Incremental Commitment”) by an aggregate amount (for all such requests) not to exceed exceeding $50,000,000250,000,000; provided, provided that (i) any such request for an increase shall be in a minimum amount of the lesser of (x) $10,000,000. At 50,000,000 (or such lesser amount as may be approved by the time of sending such notice with respect to the Purchasers, the Seller Agent) and (in consultation with the Administrative Agent and the Purchasers) shall specify (iy) the aggregate entire remaining amount of such increase increases available under this Section 2.08(e) and (ii) the time period within which Borrower shall make no more than a total of five (5) requests for increases of Commitments under this Section 2.08(e). (ii) An Incremental Commitment may be provided by any existing Lender or other Person that is an Eligible Assignee (each such Purchasers existing Lender or other Person that agrees to provide an Incremental Commitment, an “Incremental Lender”); provided that each Incremental Lender shall be subject to the consent (in each case, not to be unreasonably withheld or delayed) of the Agent. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment, or to provide a Commitment, pursuant to this Section 2.08(e) and any election to do so shall be in the sole discretion of such Lender. (iii) The Agent and the Administrative Agent are requested Borrower shall determine the effective date for such increase pursuant to respond to this Section 2.08(e) (an “Incremental Commitment Effective Date”) and, if applicable, the Seller’s request (which final allocation of such increase among the Persons providing such increase; provided that such date shall in no event be less than a Business Day at least ten (10) Business Days from the date of after delivery of the request for such notice increase (unless otherwise approved by the Agent) and at least thirty (30) days prior to the Administrative Agent Revolving Termination Date then in effect. (iv) In order to effect such increase, the Borrower, the applicable Incremental Lender(s) and the Purchasers). Each of the Purchasers and the Administrative Agent (but no other Lenders or Persons) shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that enter into one or more Purchasers fails Joinder Agreements, each in form and substance satisfactory to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with Borrower and the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (gwhich the applicable Incremental Lender(s) may request any of (x) resolutions of will provide the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the PurchasersIncremental Commitment(s).

Increases in Commitments. So long as no Event of Termination Default or Unmatured Event of Termination Default has occurred and is continuing, upon notice to with the prior written consent of the Administrative Agent and each Purchaserthe LC Bank and upon prior notice to the Lenders, the Seller Borrower may from time to time request on a one-an increase in the Commitment with respect to one or more Committed Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time basis that following the Purchasers ratably increase their respective Commitments, in an aggregate amount not Closing Date and prior to exceed $50,000,000the Termination Date; provided, that any such increase in such Committed Lenders’ Commitments and the Commitments of all such additional Committed Lenders may not exceed $70,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,0005,000,000. At the time of sending such notice with respect to the Purchasersany Lender, the Seller Borrower (in consultation with the Administrative Agent and the PurchasersAgent) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers Lenders and the Administrative Agent are requested to respond to the SellerBorrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent and the PurchasersAgent). Each of Committed Lender being asked to increase its Commitment, the Purchasers LC Bank and the Administrative Agent shall notify the Seller and the Master Servicer Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make the increase to such ratable increase in such PurchaserCommitted Lender’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such PurchaserCommitted Lender’s Commitment. In For the event that one or more Purchasers fails to avoidance of doubt, only the consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated Lender then being asked to one increase its Commitment (or more willing Purchaser as agreed in writing among the Selleran additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitmentrequest. If the Commitment of any Purchaser Committed Lender is increased (or a new Person is added as Committed Lender) in accordance with this clause (g), the Administrative Agent, the Purchaserssuch Lender, the Seller LC Bank and the Master Servicer Borrower shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser Committed Lender increasing its Commitment pursuant to this clause (gSection 2.02(g) may request any of (x) resolutions of the Board of Directors of the Seller Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller Borrower and (z) such other documents, agreements and opinions reasonably requested by such Purchaser Lender or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the PurchasersAgent.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Termination or Unmatured Event of Termination has occurred and is continuingthis Agreement, upon notice the Borrower may, during the Availability Period by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each Purchasersuch request, an “Optional Increase”); provided that: (i) the Seller Borrower may not request on any increase to the Commitments after the occurrence and during the continuance of a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000Default; provided, that such request for an increase (ii) each Optional Increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller 50,000,000 and (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of such increase and all Optional Increases shall be no more than $100,000,000. (iib) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the time period within which such Purchasers approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Xxxxxx’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Seller’s request Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (which if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in no event be less than ten (10) Business Days from the date of delivery of such notice form and substance reasonably satisfactory to the Administrative Agent and the Purchasers). Each of Borrower. (c) As a condition precedent to the Purchasers and Optional Increase, the Borrower shall deliver to the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion a certificate of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among Borrower dated the Sellereffective date of the Optional Increase, signed by a Responsible Officer of the Administrative Agent and such willing Purchasers (in each caseBorrower, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall certifying that: (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to resolutions adopted by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Seller effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any PUC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital on the effective date of any Optional Increase among the Purchasers Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such that date in accordance with their respective Commitment Ratios after giving effect thereto, to the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasersincrease in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Termination or Unmatured Event of Termination has occurred and is continuingthis Agreement, upon notice the Borrower may, during the Availability Period by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request up to two (2) increases to the Lenders’ Commitments (each Purchasersuch request, an “Optional Increase”); provided that: (i) the Seller Borrower may not request on any increase to the Commitments after the occurrence and during the continuance of a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000Default; provided, that such request for an increase (ii) each Optional Increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller 2,500,00 and (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of all Optional Increases shall be no more than $25,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the approval of the Issuing Lender (such increase and (ii) the time period within which such Purchasers approval not to be unreasonably withheld), and the Administrative Agent are requested decision of any Lender to respond commit to the Selleran Optional Increase shall be at such Lender’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent and the Purchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its CommitmentIssuing Lender. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers the Borrower. (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, c) As a condition precedent to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g)Optional Increase, the Borrower shall deliver to the Administrative AgentAgent a certificate of the Borrower dated the effective date of the Optional Increase, signed by an Authorized Officer of the PurchasersBorrower, the Seller and the Master Servicer shall certifying that: (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to resolutions adopted by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the executionOptional Increase, delivery (A) the representations and performance warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (B) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. Upon the request of any amendment Lender, the Borrower shall prepare, execute and deliver to this Agreement, such Lender a Note payable to the order of such Lender in accordance with Section 2.05(d). (yd) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested The Revolving Outstandings will be reallocated by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital on the effective date of any Optional Increase among the Purchasers Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such that date in accordance with their respective Commitment Ratios after giving effect thereto, to the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasersincrease in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event of Termination Default or Unmatured Event of Termination Default has occurred and is continuing, upon notice to with the prior written consent of the Administrative Agent and each Purchaserthe LC Bank and upon prior notice to the Lenders, the Seller Borrower may from time to time request on a one-an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time basis that following the Purchasers ratably increase their respective Commitments, in an aggregate amount not Closing Date and prior to exceed $50,000,000the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasersany Lender, the Seller Borrower (in consultation with the Administrative Agent and the PurchasersAgent) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers Lenders and the Administrative Agent are requested to respond to the SellerBorrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent and the PurchasersAgent). Each of Lender being asked to increase its Commitment, the Purchasers LC Bank and the Administrative Agent shall notify the Seller and the Master Servicer Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make the increase to such ratable increase in such PurchaserXxxxxx’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such PurchaserXxxxxx’s Commitment. In For the event that one or more Purchasers fails to avoidance of doubt, only the consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated Lender then being asked to one increase its Commitment (or more willing Purchaser as agreed in writing among the Selleran additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitmentrequest. If the Commitment of any Purchaser Lender is increased (or a new Person is added as Lender) in accordance with this clause (gh), the Administrative Agent, the Purchaserssuch Lender, the Seller LC Bank and the Master Servicer Borrower shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser Lender increasing its Commitment pursuant to this clause (gSection 2.01(h) may request any of (x) resolutions of the Board of Directors of the Seller Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller Borrower and (z) such other documents, agreements and opinions reasonably requested by such Purchaser Lender or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the PurchasersAgent.

Increases in Commitments. So long as no Event of Termination Default or Unmatured Event of Termination Default has occurred and is continuing, upon notice to with the prior written consent of the Administrative Agent and each Purchaserthe LC Bank and upon prior notice to the Lenders, the Seller Borrower may from time to time request on a one-an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time basis that following the Purchasers ratably increase their respective Commitments, in an aggregate amount not Closing Date and prior to exceed $50,000,000the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000; and provided, further, that the Borrower shall not have the right to request increases exceeding $25,000,000 in the aggregate during the life of this Agreement unless and until the Borrower and Volt have obtained applicable board authorization therefor. At the time of sending such notice with respect to the Purchasersany Lender, the Seller Borrower (in consultation with the Administrative Agent and the PurchasersAgent) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers Lenders and the Administrative Agent are requested to respond to the SellerBorrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent and the PurchasersAgent). Each of Lender being asked to increase its Commitment, the Purchasers LC Bank and the Administrative Agent shall notify the Seller and the Master Servicer Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make the increase to such ratable increase in such PurchaserLender’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such PurchaserLender’s Commitment. In For the event that one or more Purchasers fails to avoidance of doubt, only the consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated Lender then being asked to one increase its Commitment (or more willing Purchaser as agreed in writing among the Selleran additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitmentrequest. If the Commitment of any Purchaser Lender is increased (or a new Person is added as Lender) in accordance with this clause (gh), the Administrative Agent, the Purchaserssuch Lender, the Seller LC Bank and the Master Servicer Borrower shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser Lender increasing its Commitment pursuant to this clause (gSection 2.01(h) may request any of (x) resolutions of the Board of Directors of the Seller Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller Borrower and (z) such other documents, agreements and opinions reasonably requested by such Purchaser Lender or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the PurchasersAgent.

Increases in Commitments. So long as (i) If no Default or Event of Termination or Unmatured Event of Termination Default has occurred and is continuing, upon any Borrower may, at any time prior to the Revolving Termination Date, request an increase in the aggregate Commitments, by giving written notice to the Administrative Agent and each PurchaserBank (each such notice an "Increase Request"). Concurrently with delivering an Increase Request, the Seller such Borrower may seek additional commitments from other financial institutions ("New Bank(s)"). An Increase Request may request on a one-time basis that an increase in the Purchasers ratably increase their respective Commitments, in an aggregate amount Commitments of at least $5,000,000 but not to exceed more than $50,000,000; provided, that in no event shall the aggregate Commitments of the Banks (including New Banks) hereunder exceed $200,000,000 at any time. Each Bank may, in its sole and absolute discretion, commit to increase its Commitment by all or a part of the increase requested in the Increase Request by delivering to such request Borrower and the Agent a commitment valid for an increase a period of 30 days ("Commitment Increase Notice") to such effect, which Commitment Increase Notice shall refer to this Section 2.5(b)(i) and which shall be in a minimum amount given no later than 10 Business Days after the date of $10,000,000. At the time Increase Request (the period between the date of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent Increase Request and the Purchasers10 Business Day deadline for response being referred to as the "Consent Period"). The existing Commitment of any Bank shall not be increased in connection with an Increase Request if such Bank (x) shall specify by notice (i"Decline Notice") declines to increase its Commitment during the aggregate amount of such increase and Consent Period or (iiy) the time period within which such Purchasers and the Administrative Agent are requested fails to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent Borrower and the Purchasers). Each Agent within the Consent Period (each such Bank giving a Decline Notice or failing to respond on or before the expiration of the Purchasers Consent Period being called a "Declining Bank" and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to each other Bank being called an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion"Increasing Bank"), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and . (ii) Upon expiry of the Consent Period (or sooner if applicableall existing Banks and New Banks respond sooner), rebalance Capital among if the Purchasers such that after giving effect theretocommitments of the Increasing Banks specified in their respective Commitment Increase Notices and the New Bank(s) in their commitment letters equal or exceed the Increase Request, the aggregate outstanding Capital Agent shall allocate such commitments up to the amount specified in the Increase Request to the Increasing Banks and New Bank(s) based on the ratio of the Purchasers is distributed ratably among the Purchasers.each Increasing Bank's

Increases in Commitments. So long as no Event During the period from the first anniversary of Termination or Unmatured Event of Termination has occurred and is continuing, upon notice the Effective Date to the Administrative Agent Termination Date at the request of the Borrowers and each Purchaserupon notification to the Agent, any Lender may increase the Seller may request on a one-time basis that amount of its Commitment by executing an addendum hereto with the Purchasers ratably increase their respective CommitmentsObligors and the Agent, substantially in an aggregate amount not to exceed $50,000,000; providedthe form of Exhibit H, that whereupon such request for an increase Lender shall be in a minimum amount bound by and entitled to the benefits of $10,000,000. At the time of sending such notice this Agreement with respect to the Purchasersfull amount of its Commitment as so increased, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify provided that, after giving effect to any such increase, (i) the aggregate amount of such increase Commitments shall not exceed $1,000,000,000 and (ii) no Lender shall have a Commitment which equals or exceeds 25% of the time period within aggregate Commitments. Effective as of the date on which any such Purchasers and the Administrative Agent are requested to respond Lender increases its Commitment pursuant to the Seller’s request (which provisions of this Section 2.14, the aggregate Commitments shall in no event be less than ten (10) Business Days from increased by the date of delivery amount of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Lender's additional Commitment. If on the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to upon which such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing Lender increases its Commitment pursuant to this clause (g) may request any Section 2.14 there is an unpaid principal amount of (x) resolutions Syndicated Loans under Section 2.01, each Borrower to whom Syndicated Loans are outstanding shall borrow from such Lender through the Agent, subject to Section 6, an amount determined by multiplying the amount of the Board increase in such Lender's Commitment by a fraction, the numerator of Directors which shall be the then unpaid principal amount of the Seller approving or consenting Syndicated Loans outstanding under Section 2.01 and the denominator of which shall be the aggregate Commitments of the Lenders other than the amount of the additional Commitment of such Lender. Notwithstanding anything herein to the contrary, if there are Eurodollar Loans outstanding to any Borrower, such Lender may increase its Commitment and make Eurodollar Loans to such Borrower having Interest Periods corresponding to the then unexpired portions of the respective Interest Periods of such Eurodollar Loans and bearing interest at a rate equal to the respective interest rates then applicable to such Eurodollar Loans. The Agent shall advise the Lenders of such increase in the Commitment increase of a Lender and authorizing of the execution, delivery and performance amount of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) borrowing from it hereunder made simultaneously upon such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasersincrease.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Termination or Unmatured Event of Termination has occurred this Agreement, on and is continuingfrom the Effective Date, upon notice the Borrowers may, by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each Purchasersuch request, an “Optional Increase”); provided that: (i) the Seller Borrowers may not request on any increase to the Commitments after the occurrence and during the continuance of a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000Default; provided, that such request for an increase (ii) each Optional Increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller 50,000,000 and (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of such increase and all Optional Increases shall be no more than $250,000,000. (iib) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the time period within which such Purchasers approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Lender’s sole discretion and shall be made in writing. The Borrowers may, at their own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Seller’s request Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (which if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in no event be less than ten (10) Business Days from the date of delivery of such notice form and substance reasonably satisfactory to the Administrative Agent and the Purchasers). Each of Borrowers. (c) As a condition precedent to the Purchasers and Optional Increase, the Loan Parties shall deliver to the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion a certificate of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among Loan Parties dated the Sellereffective date of the Optional Increase, the Administrative Agent and such willing Purchasers (in signed by Authorized Officers of each caseLoan Party, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall certifying that: (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to resolutions adopted by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller each Loan Party approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Seller effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested in the reasonable judgment (d) The Revolving Outstandings will be reallocated by such Purchaser or the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the applicable Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19. (e) In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.19, (i) the respective Sublimits of each Borrower shall be increased by an equal aggregate amount as the Borrowers may direct by notice to the Administrative Agent, subject to the limitations set forth in Section 2.08(f), and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital amount of the Purchasers is distributed Maximum Sublimit of each Borrower shall increase ratably among on a percentage basis by the Purchaserssame percentage as the Commitments are increased; provided that a Borrower’s Sublimit shall at no time exceed such Borrower’s Maximum Sublimit.

Increases in Commitments. So long as (i) If no Event of Termination or Unmatured Event of Termination Default has occurred and is continuing, upon the Company may, once during each calendar year prior to the Termination Date commencing May 2, 2000, request an increase in the aggregate Commitments, by giving written notice to the Administrative Agent and each PurchaserBank (each such notice an "Increase Request"). Concurrently with delivering an Increase Request, the Seller Company may seek additional commitments from other financial institutions ("New Bank(s)"). An Increase Request may request on a one-time basis that an increase in the Purchasers ratably increase their respective Commitments, in an aggregate amount Commitments of at least $5,000,000 but not to exceed more than $50,000,000; provided, that in no event shall the aggregate Commitments of the Banks (including New Banks) hereunder exceed $225,000,000 at any time. Each Bank may, in its sole and absolute discretion, commit to increase its Commitment by all or a part of the increase requested in the Increase Request by delivering to the Company and the Agent a commitment valid for a period of 30 days ("Commitment Increase Notice") to such request for an increase effect, which Commitment Increase Notice shall refer to this Section 2.4(a)(i) and which shall be given no later than 10 Business Days after the date of the Increase Request (the period between the date of the Increase Request and the 10 Business Day deadline for response being referred to as the "Consent Period"). The existing Commitment of any Bank shall not be increased in a minimum amount of $10,000,000. At connection with an Increase Request if such Bank (x) by notice ("Decline Notice") declines to increase its Commitment during the time of sending such notice with respect Consent Period or (y) fails to respond to the PurchasersCompany and the Agent within the Consent Period (each such Bank giving a Decline Notice or failing to respond on or before the expiration of the Consent Period being called a "Declining Bank" and each other Bank being called an "Increasing Bank"). (ii) Upon expiry of the Consent Period (or sooner if all existing Banks and New Banks respond sooner), if the commitments of the Increasing Banks specified in their respective Commitment Increase Notices and the New Bank(s) in their commitment letters equal or exceed the Increase Request, the Seller Agent shall allocate such commitments up to the amount specified in the Increase Request to the Increasing Banks and New Bank(s) based on the ratio of each Increasing Bank's commitment specified in its Commitment Increase Notice (or New Bank in consultation with its commitment letter) to the Administrative Agent aggregate of all commitments of the Increasing Banks specified in the Commitment Increase Notices and New Bank(s) in their commitment letters. (iii) Upon expiry of the Consent Period, if the commitments of the Increasing Banks specified in their respective Commitment Increase Notices and the PurchasersNew Bank(s) in their commitment letters are less than the Increase Request, the Company may agree to accept such commitments from the Increasing Banks and New Bank(s). Upon expiry of the Consent Period (or sooner if all existing Banks and New Banks respond sooner), the Company may add New Bank(s) with commitments up to the amount specified in their commitment letters provided, that (A) no Default shall specify have occurred and be continuing, (iB) the aggregate amount of Commitments plus increases in Increasing Bank existing Commitments and New Bank commitments does not exceed $225,000,000, (C) any such increase New Bank assumes all the rights and obligations of a "Bank" hereunder pursuant to accession documentation as the Agent shall specify and described below and (iiD) the time period within which such Purchasers and the Administrative Agent are requested to respond New Bank is reasonably satisfactory to the Seller’s request (which Agent. If the Company does accept such commitments, the Agent shall allocate such commitments to each of the Increasing Banks and New Bank(s) based on the ratio of its commitment specified in no event be less than ten (10) Business Days from the date of delivery of such notice its Commitment Increase Notice or commitment letter to the Administrative Agent and the Purchasers). Each aggregate of all commitments of the Purchasers Increasing Banks and New Bank(s) specified in their Commitment Increase Notices and commitment letters. (iv) Upon allocation of the Administrative increased commitments to the Increasing Banks and/or New Bank(s), the Company shall deliver such documentation as the Agent shall notify may reasonably require to evidence the Seller Company's authority to incur the increased obligations hereunder, including, without limitation, documents similar to those described in Section 6.1(b) - (e) inclusive, and if requested by the Master Servicer within Increasing Banks and/or New Banks, replacement Notes to the applicable time period whether or not such Person agreesIncreasing Banks and/or new notes to the New Bank(s) reflecting the Commitment of each Increasing Bank and New Bank. Such new and replacement notes, in its respective sole discretionif any, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in constitute a "Note" or "Notes" hereunder for all purposes and such Purchaser’s new and increased commitments shall constitute a "Commitment" or "Commitments" hereunder for all purposes. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion The Agent shall promptly provide each of the requested increases in Banks a revised Schedule 1 reflecting the Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the PurchasersBanks.

Increases in Commitments. So long The Commitments may be increased, with the consent of the Administrative Agent, the Collateral Agent, the Swing Line Lender, the Issuing Lenders, the Increasing Lenders, and the Borrower, at any time and from time to time, prior to the Termination Date in an aggregate principal amount of up to $55,000,000 as no Event follows: (i) Not more than thirty (30) and not less than fifteen (15) days prior to the proposed effective date of Termination or Unmatured Event of Termination has occurred and is continuingsuch increase in Commitments, upon notice the Borrower may make a written request for such increase to the Administrative Agent and each PurchaserAgent, the Seller may request on who shall forward a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000; provided, that copy of any such request for an increase shall be in a minimum amount to each of $10,000,000the Lenders. At Each request by the time of sending such notice with respect Borrower pursuant to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) immediately preceding sentence shall specify a proposed effective date of such increase (i) the “Requested Increase Effective Date”), the aggregate amount of such requested increase in Commitments, which shall not be less than $10,000,000 (the “Increase Amount”), and shall constitute an invitation to each Lender to increase its Commitment by a ratable portion of such Increase Amount. (ii) Each Lender, acting it its sole discretion and with no obligation to increase its Commitment pursuant to this Section 4.1(b), shall by written notice to the time period within which such Purchasers Borrower and the Administrative Agent are requested to respond to advise the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to Borrower and the Administrative Agent and whether or not such Lender agrees to all or any portion of such increase in Commitment. Any such Lender may, in its sole discretion, accept all of such ratable increase, a portion of such increase, or decline to accept any of such increase in Commitment. Promptly following the Purchasers). Each receipt of the Purchasers and such acceptances or declinations, the Administrative Agent shall notify the Seller Borrower of the results of such request to the Lenders to so increase the Commitments by the Increase Amount. (iii) If the aggregate amount of the increases in Commitment which the Lenders have accepted in accordance with clause(ii) of this Section 4.1(b) shall be less than the Increase Amount, the Borrower and the Master Servicer within Administrative Agent (subject to the applicable time period whether or not approval of the Agents, the Swing Line Lender and the Issuing Lenders) may offer to such Person agrees, in its respective sole discretion, additional Persons as may be agreed by the Borrower and the Administrative Agent (“New Lenders”) the opportunity to make available such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall amount of new Commitments as may be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In required so that the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested aggregate increases in Commitments be allocated by the existing Lenders and new Commitments by the New Lenders shall equal the Increase Amount. The effectiveness of all such increases in Commitments are subject to one or more willing Purchaser as agreed in writing among the Seller, satisfaction of the Administrative Agent and such willing Purchasers following conditions: (in A) each case, in their sole discretionLender that so elects to increase its Commitments (each an “Increasing Lender”), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g)each New Lender, the Administrative Agent, the Purchaserseach Issuing Lender, the Seller Swing Line Lender and the Master Servicer Borrower shall have executed and delivered an agreement, substantially in the form of Exhibit E (ian “Increase and New Lender Agreement”); (B) determine any fees and other amounts (including, without limitation, pursuant to Section 11.5) payable by the effective date Borrower in connection with respect to such increase shall have been paid; (C) any other amounts then due hereunder shall have been paid and (D) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 6.2(b), Section 6.2(c), and Section 6.2(d). (iv) Upon the Requested Increase Effective Date, Schedule 1.0 of the Increase and New Lender Agreement, which shall enter into reflect the Commitments and Commitment Percentages of the Lenders at such documents as agreed time, shall be deemed to by such parties to document such increase; it being understood and agreed that supersede Schedule 1.0B hereto without any further action or consent of any party (other than in respect of the Swing Line Commitment). The Administrative Agent or any Purchaser increasing its Commitment pursuant shall cause a copy of such revised Schedule 1.0B to this clause (g) may request any of (x) resolutions of be available to the Board of Directors of Issuing Lenders and the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the PurchasersLenders.

Increases in Commitments. So long The Total Committed Line Portions may be increased at any time prior to December 10, 2009 when the Total Committed Percentage is less than 100%; provided that (i) each Issuing Bank and Swing Line Bank approves each such increase (with respect to both Existing Banks and New Banks) and (ii) the following conditions are satisfied: (a) Not more than forty-five (45) days and not less than thirty (30) days prior to the proposed effective date of such increase in the Total Committed Line Portions (or such shorter period as no Event of Termination or Unmatured Event of Termination has occurred and is continuing, upon notice to may be agreed among the Administrative Agent and each Purchaserthe Borrower), the Seller may Borrower makes a written request on for such increase to the Administrative Agent, who shall forward a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000; provided, that copy of any such request for an to each Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase shall (the “Requested TCL Increase Effective Date”), (ii) specify the amount of such requested increase in the Total Committed Line Portions (the “Requested TCL Increase Amount”), each such requested increase amount to be in a minimum amount of not less than $10,000,000. At 15,000,000, and (iii) constitute an invitation to each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the time obligations of sending such notice Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the PurchasersRequested TCL Increase Amount. (b) Each Bank, acting it its sole discretion exercised in good faith and with no obligation to increase its Committed Line Portion pursuant to Section 2.14(a), shall by notice to the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers Borrower and the Administrative Agent are requested advise the Borrower and Administrative Agent whether or not such Bank agrees to respond accept all or any portion of such Requested TCL Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the Sellerobligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank shall be deemed to have rejected the Borrower’s request (which shall for an increase in no event be less than ten (10) Business Days from the date of delivery Requested TCL Increase Amount in full. Promptly following the conclusion of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and fifteen (15)-day period, the Administrative Agent shall notify the Seller Borrower of the results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount. (c) With respect to any Requested TCL Increase Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Master Servicer within Administrative Agent (subject to the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees approval of the Collateral Agent and the Required Banks) may offer to any lesser increase in its Commitment. Any such Person not responding within such time period shall Eligible Assignee(s) or other Person(s) as may be deemed agreed by the Borrower and the Administrative Agent (each a “New Bank”) the opportunity to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to accept all or any a portion of any such request for an increase Unsubscribed Increase Amount. The effectiveness of all such increases in its Commitment, Total Committed Line Portions are subject to the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion satisfaction of the requested increases in Commitments be allocated following conditions: (1) each Bank that so elects to one or more willing Purchaser as agreed in writing among the Sellerincrease its Committed Line Portion, each New Bank, the Administrative Agent and the Borrower shall have executed and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.21; (2) the Total Committed Line Portions after giving effect to such willing Purchasers increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 5.01(f); and (6) delivery to the Administrative Agent, if requested, of a legal opinion in respect of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent. (d) Upon each caseRequested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall be amended to incorporate the Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any further action or consent of any party; and (ii) the Administrative Agent shall cause a copy of such revised Schedule 2.01 to be available to the Banks. (e) Subject to the terms and conditions hereof, in their sole discretion)with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such that Requested TCL Effective Date (each such Purchasers’ increase in their Commitment exceeds Bank an “Existing Bank”) severally agrees, as of the such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretionRequested TCL Increase Effective Date, to continue such increase in Existing Effective Amount and/or sell a portion of its Commitment. If Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Commitment Borrower as of any Purchaser is such date; and (ii) each Existing Bank that has increased its Committed Line Portion in accordance with this clause (g)Section 2.14(b) and each New Bank as of such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, the Administrative Agentin each case such that, the Purchasersafter giving effect to all such sales, the Seller purchases, and the Master Servicer shall new Loans and L/C Obligations contemplated in clauses (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect theretoabove, the aggregate outstanding Capital Committed Percentage of each Bank shall equal such Bank’s Effective Amount Percentage. (f) The Borrower will not pay any New Bank (or any Affiliate thereof), in connection with such New Bank becoming a Bank hereunder, any fees or other compensation higher than that paid to the Purchasers is distributed ratably among Existing Banks for equivalent financial services rendered under this Agreement unless the PurchasersBorrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank and provides equivalent fees or other compensation to the Existing Banks at the same time that the New Bank receives them.

Increases in Commitments. So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing(a) At any time, upon the Borrower may by written notice to the Administrative Agent and each Purchaser, request one or more increases in the Seller may request on Commitments (a one-time basis “Revolving Credit Increase”); provided that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000; provided, that such request for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (i) the aggregate principal amount of for all such increase and Revolving Credit Increases after the Amendment No. 2 Effective Date shall not exceed $100,000,000, (ii) the time period within which such Purchasers and aggregate principal amount for each Revolving Credit Increase shall not be less than $20,000,000 or, if less, the Administrative Agent are requested to respond remaining amount permitted pursuant to the Seller’s foregoing clause (i), and (iii) the Borrower shall be permitted to request no more than three (3) Revolving Credit Increases during the term of this Agreement. Each such notice shall specify the date (each, an “Increase Effective Date”) on which the Borrower proposes that any Revolving Credit Increase shall be effective, which shall in no event be a date not less than ten (10) Business Days from (or such shorter period agreed to by the Administrative Agent) after the date of delivery of on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any other Person reasonably satisfactory to the Administrative Agent (to be added as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Purchasers). Each of the Purchasers Borrower and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretionAgent), to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitmentprovide a Revolving Credit Increase. Any such Person not responding within such time period shall be deemed proposed Lender offered or approached to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to provide all or any a portion of any such request for an increase in its Commitment, the Seller Revolving Credit Increase may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one elect or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agreedecline, in its sole discretion, to provide such increase Revolving Credit Increase. (b) Each Revolving Credit Increase shall become effective on the applicable Increase Effective Date; provided that: (i) no Default or Event of Default shall exist on such Increase Effective Date before or after giving effect to such Revolving Credit Increase; (ii) the Administrative Agent and the Lenders shall have received from the Borrower a Compliance Certificate demonstrating, in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), form and substance reasonably satisfactory to the Administrative Agent, that the PurchasersBorrower is in compliance with the financial covenantcovenants set forth in Section 8.1 based on the financial statements most recently delivered pursuant to Section 7.3(a) or 7.3(b), as applicable, both before and after giving effect (on a pro forma basis) to (A) such Revolving Credit Increase (with any Revolving Credit Increase being deemed to be fully funded) and (B) any transaction permitted hereunder consummated in connection therewith; and 139669560_5 CORE/3001926.0117/166889384.1 (iii)each of the representations and warranties contained in Article VI shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects, on such Increase Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date). (c) On the applicable Increase Effective Date, the Seller outstanding Revolving Credit Loans and the Master Servicer shall (i) determine the effective date with respect to such increase Commitment Percentages of Swingline Loans and shall enter into such documents as agreed to L/C Obligations will be reallocated by such parties to document such increase; it being understood and agreed that the Administrative Agent or among the Lenders (including any Purchaser increasing its new Lenders) in accordance with their revised Commitment Percentages and the Lenders (including any new Lenders) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to this clause Section 4.9 in connection with such reallocation as if such reallocation were a repayment. (gd) Each Revolving Credit Increase shall be on the same terms and conditions, including maturity, Applicable Margin and commitment fees, applicable to the Revolving Credit Facility; provided that any upfront fees payable by the Borrower to the Lenders under any Revolving Credit Increase may request any of differ from those payable under the then existing Commitments. (xe) resolutions of the Board of Directors of the Seller approving or consenting Each Revolving Credit Increase shall be effected pursuant to such Commitment increase and authorizing the execution, delivery and performance of any an amendment to this AgreementAgreement executed and delivered by the Borrower, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and the applicable increasing Lenders (ii) if applicablewhich may, rebalance Capital among without the Purchasers consent of any other Lenders, effect such that after giving effect theretoamendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the aggregate outstanding Capital opinion of the Purchasers is distributed ratably among Administrative Agent, to effect the Purchasersprovisions of this Section 2.7). (f) The Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Partythe Borrower authorizing such Revolving Credit Increase) reasonably requested by Administrative Agent in connection with any such transaction. ARTICLE III

Increases in Commitments. So long as no Event of Termination Default or Unmatured Event of Termination Default has occurred and is continuing, upon notice to with the prior written consent of the Administrative Agent and each Purchaserthe LC Bank and upon prior notice to the Lenders, the Seller Borrower may from time to time request on a one-an increase in the Commitment with respect to one or more Committed Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time basis that following the Purchasers ratably increase their respective Commitments, in an aggregate amount not Closing Date and prior to exceed $50,000,000the Termination Date; provided, that any such increase in such Committed Lenders’ Commitments and the Commitments of all such additional Committed Lenders may not exceed $50,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,0005,000,000. At the time of sending such notice with respect to the Purchasersany Lender, the Seller Borrower (in consultation with the Administrative Agent and the PurchasersAgent) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers Lenders and the Administrative Agent are requested to respond to the SellerBorrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent and the PurchasersAgent). Each of Committed Lender being asked to increase its Commitment, the Purchasers LC Bank and the Administrative Agent shall notify the Seller and the Master Servicer Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make the increase to such ratable increase in such PurchaserCommitted Lender’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such PurchaserCommitted Lender’s Commitment. In For the event that one or more Purchasers fails to avoidance of doubt, only the consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated Lender then being asked to one increase its Commitment (or more willing Purchaser as agreed in writing among the Selleran additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitmentrequest. If the Commitment of any Purchaser Committed Lender is increased (or a new Person is added as Committed Lender) in accordance with this clause (g), the Administrative Agent, the Purchaserssuch Lender, the Seller LC Bank and the Master Servicer Borrower shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser Committed Lender increasing its Commitment pursuant to this clause (gSection 2.02(g) may request any of (x) resolutions of the Board of Directors of the Seller Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller Borrower and (z) such other documents, agreements and opinions reasonably requested by such Purchaser Lender or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the PurchasersAgent.

Increases in Commitments. So long The Total Committed Line Portions may be increased at any time prior to the Expiration Date when the Total Committed Percentage is less than 100%; provided that (i) each Issuing Bank and Swing Line Bank approves each such increase (with respect to both Existing Banks and New Banks) and (ii) the following conditions are satisfied: (a) Not more than forty-five (45) days and not less than thirty (30) days prior to the proposed effective date of such increase in the Total Committed Line Portions (or such shorter period as no Event of Termination or Unmatured Event of Termination has occurred and is continuing, upon notice to may be agreed among the Administrative Agent and each Purchaserthe Borrower), the Seller may Borrower makes a written request on for such increase to the Administrative Agent, who shall forward a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000; provided, that copy of any such request for an to each Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase shall (the “Requested TCL Increase Effective Date”), (ii) specify the amount of such requested increase in the Total Committed Line Portions (the “Requested TCL Increase Amount”), each such requested increase amount to be in a minimum amount of not less than $10,000,000. At 15,000,000, and (iii) constitute an invitation to each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the time obligations of sending such notice Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the PurchasersRequested TCL Increase Amount. (b) Each Bank, acting it its sole discretion exercised in good faith and with no obligation to increase its Committed Line Portion pursuant to Section 2.14(a), shall by notice to the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers Borrower and the Administrative Agent are requested advise the Borrower and Administrative Agent whether or not such Bank agrees to respond accept all or any portion of such Requested TCL Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the Sellerobligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank shall be deemed to have rejected the Borrower’s request (which shall for an increase in no event be less than ten (10) Business Days from the date of delivery Requested TCL Increase Amount in full. Promptly following the conclusion of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and fifteen (15)-day period, the Administrative Agent shall notify the Seller Borrower of the results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount. (c) With respect to any Requested TCL Increase Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Master Servicer within Administrative Agent (subject to the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees approval of the Collateral Agent and the Required Banks) may offer to any lesser increase in its Commitment. Any such Person not responding within such time period shall Eligible Assignee(s) or other Person(s) as may be deemed agreed by the Borrower and the Administrative Agent (each a “New Bank”) the opportunity to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to accept all or any a portion of any such request for an increase Unsubscribed Increase Amount. The effectiveness of all such increases in its Commitment, Total Committed Line Portions are subject to the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion satisfaction of the requested increases in Commitments be allocated following conditions: (1) each Bank that so elects to one or more willing Purchaser as agreed in writing among the Sellerincrease its Committed Line Portion, each New Bank, the Administrative Agent and the Borrower shall have executed and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.21; (2) the Total Committed Line Portions after giving effect to such willing Purchasers increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 5.01(f); and (6) delivery to the Administrative Agent, if requested, of a legal opinion in respect of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent. (d) Upon each caseRequested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall be amended to incorporate the Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any further action or consent of any party; and (ii) the Administrative Agent shall cause a copy of such revised Schedule 2.01 to be available to the Banks. (e) Subject to the terms and conditions hereof, in their sole discretion)with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such that Requested TCL Effective Date (each such Purchasers’ increase in their Commitment exceeds Bank an “Existing Bank”) severally agrees, as of the such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretionRequested TCL Increase Effective Date, to continue such increase in Existing Effective Amount and/or sell a portion of its Commitment. If Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Commitment Borrower as of any Purchaser is such date; and (ii) each Existing Bank that has increased its Committed Line Portion in accordance with this clause (g)Section 2.14(b) and each New Bank as of such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, the Administrative Agentin each case such that, the Purchasersafter giving effect to all such sales, the Seller purchases, and the Master Servicer shall new Loans and L/C Obligations contemplated in clauses (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect theretoabove, the aggregate outstanding Capital Committed Percentage of each Bank shall equal such Bank’s Effective Amount Percentage. (f) The Borrower will not pay any New Bank (or any Affiliate thereof), in connection with such New Bank becoming a Bank hereunder, any fees or other compensation higher than that paid to the Purchasers is distributed ratably among Existing Banks for equivalent financial services rendered under this Agreement unless the PurchasersBorrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank and provides equivalent fees or other compensation to the Existing Banks at the same time that the New Bank receives them.

Increases in Commitments. So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing, upon notice to the Administrative Agent and each Purchaser, the Seller may request on a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,00025,000,000; provided, that such request for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers and the Administrative Agent are requested to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasers.

Increases in Commitments. So long as no Event of Termination or Unmatured Event of Termination has occurred The Total Committed Line Portions in effect at any time after the Closing Date and is continuing, upon notice prior to the Administrative Agent and each Purchaser, Expiration Date (including at any time when the Seller Total Committed Percentage is less than 100%) may request on a one-time basis that the Purchasers ratably increase their respective Commitments, in be increased by an aggregate amount not to exceed $50,000,000300,000,00 so that the aggregate Total Committed Line Portion at any time shall not exceed $500,000,000; providedprovided that with respect to any such increase, that (i) each Issuing Bank and Swing Line Bank approves each such increase (with respect to both Existing Banks and New Banks) and (ii) the following conditions are satisfied: (a) Not more than forty-five (45) days and not less than thirty (30) days prior to the proposed effective date of such increase in the Total Committed Line Portions (or such shorter period as may be agreed among the Administrative Agent and the Borrower), the Borrower makes a written request for such increase to the Administrative Agent, who shall forward a copy of any such request for an to each Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase shall (the “Requested TCL Increase Effective Date”), (ii) specify the amount of such requested increase in the Total Committed Line Portions (the “Requested TCL Increase Amount”), each such requested increase amount to be in a minimum amount of not less than $10,000,000. At 15,000,000, and (iii) constitute an invitation to each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the time obligations of sending such notice Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the PurchasersRequested TCL Increase Amount. (b) Each Bank, acting it its sole discretion exercised in good faith and with no obligation to increase its Committed Line Portion pursuant to Section 2.14(a), shall by notice to the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers Borrower and the Administrative Agent are requested advise the Borrower and Administrative Agent whether or not such Bank agrees to respond accept all or any portion of such Requested TCL Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the Sellerobligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank shall be deemed to have rejected the Borrower’s request (which shall for an increase in no event be less than ten (10) Business Days from the date of delivery Requested TCL Increase Amount in full. Promptly following the conclusion of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and fifteen (15)-day period, the Administrative Agent shall notify the Seller Borrower of the results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount. (c) With respect to any Requested TCL Increase Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Master Servicer within Administrative Agent (subject to the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees approval of the Collateral Agent and the Required Banks) may offer to any lesser increase in its Commitment. Any such Person not responding within such time period shall Eligible Assignee(s) or other Person(s) as may be deemed agreed by the Borrower and the Administrative Agent (each a “New Bank”) the opportunity to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to accept all or any a portion of any such request for an increase Unsubscribed Increase Amount. The effectiveness of all such increases in its Commitment, Total Committed Line Portions are subject to the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion satisfaction of the requested increases in Commitments be allocated following conditions: (1) each Bank that so elects to one or more willing Purchaser as agreed in writing among the Sellerincrease its Committed Line Portion, each New Bank, the Administrative Agent and the Borrower shall have executed and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.22; (2) the Total Committed Line Portions after giving effect to such willing Purchasers increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 5.01(f); and (6) delivery to the Administrative Agent, if requested, of a legal opinion in respect of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent. (d) Upon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall be amended to incorporate the Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any further action or consent of any party; and (ii) the Administrative Agent shall cause a copy of such revised Schedule 2.01 to be available to the Banks. (e) Subject to the terms and conditions hereof, with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date (each such Bank an “Existing Bank”) severally agrees, as of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell a portion of its Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Borrower as of such date; and (ii) each Existing Bank that has increased its Committed Line Portion in accordance with this Section 2.14(b) and each New Bank as of such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, after giving effect to all such sales, purchases, and new Loans and L/C Obligations contemplated in clauses (i) and (ii) above, the Committed Percentage of each Bank shall equal such Bank’s Effective Amount Percentage. (f) The Borrower will not pay any New Bank or Existing Bank (in each case, or any Affiliate thereof) in their sole discretion)connection with such New Bank or Existing Bank accepting or increasing, as applicable, any Committed Line Portion hereunder, any fees or other compensation higher than that paid to the Existing Banks (or in the case of an increase by an Existing Bank, the other Existing Banks) for equivalent financial services rendered under this Agreement unless the Borrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank or Existing Bank, as applicable, and provides equivalent fees or other compensation to the other Banks at the same time that such Purchasers’ Bank receives them. Each increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agreethe Committed Line Portion of a Bank under this Section 2.14 (whether by a New Bank or an Existing Bank) shall be treated substantially the same as the other Credit Extensions hereunder, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date including with respect to such increase right of payment and shall enter into such documents as agreed to by such parties to document such increase; it being understood benefit of guarantees and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchaserssecurity.

Increases in Commitments. So long as Provided that no Event Default exists or would exist immediately before and after giving effect thereto, the Parent Borrower may at any time and from time to time prior to May 31, 2007, at its sole cost and expense, request any one or more of Termination the Lenders to increase its Revolving Credit Commitment Amount (provided, that, the decision to increase the Revolving Credit Commitment Amount of a Lender shall be within the sole and absolute discretion of such Lender), or Unmatured Event of Termination has occurred and is continuing, upon notice any other Eligible Assignee reasonably satisfactory to the Administrative Agent to provide a new Revolving Credit Commitment (any Lender so increasing its Commitment pursuant to this Section 2.5(d) and any such Eligible Assignee providing a new Revolving Credit Commitment pursuant to this Section 2.5(d), an "Increased Lender"). In the event a Lender or Eligible Assignee agrees to become an Increased Lender, the Parent Borrower shall submit to the Administrative Agent an Increase Supplement in the form of Exhibit A to Amendment No. 4 (an "Increase Supplement"), duly executed by the Parent Borrower, the Guarantors and each Purchasersuch Increased Lender. If such Increase Supplement is in all respects appropriately completed and executed and all of the other requirements set forth in Sections 2.5(d) and (e) have been satisfied, the Seller may request on Administrative Agent shall execute such Increase Supplement and deliver a one-time basis copy thereof to the Parent Borrower and each such Increased Lender and the Administrative Agent shall promptly provide notice thereof to each Lender. Upon execution and delivery of such Increase Supplement, (A) in the case of each Increased Lender that is already a Lender, such Lender's Revolving Credit Commitment shall be increased to the Purchasers ratably increase their respective CommitmentsRevolving Credit Commitment Amount set forth in such Increase Supplement, (B) in the case of each such Eligible Assignee, such Eligible Assignee shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender" with a Revolving Credit Commitment in a Revolving Credit Commitment Amount set forth in such Increase Supplement, and (C) the Parent Borrower shall contemporaneously therewith execute and deliver to the Administrative Agent (x) for each Lender providing an aggregate increased Revolving Credit Commitment and requesting a Note pursuant to Section 2.13(d), a Note in the form of Exhibit Q-1 to this Agreement in the amount not of such increased Revolving Credit Commitment Amount and (y) for each such Eligible Assignee providing a new Commitment and requesting a Note pursuant to exceed $50,000,000Section 2.13(d), a Note in the form of Exhibit Q-1 to this Agreement in the amount of its Revolving Credit Commitment Amount and a Note in the form of Exhibit Q-3 to this Agreement ; provided, that however, that: (i) the Aggregate Revolving Credit Commitment Amount shall not be increased on more than two occasions; (ii) the sum of both increases shall not exceed $50,000,000 after giving effect to all increases the Aggregate Revolving Credit Commitment Amount shall not exceed $200,000,000; (iii) each such request for an increase shall be in a minimum an amount not less than $10,000,000 or an integral multiple of $10,000,000. At the time of sending 1,000,000 in excess thereof; (iv) each such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) Eligible Assignee shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers and the Administrative Agent are requested to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice have delivered to the Administrative Agent and the PurchasersParent Borrower all forms, if any, that are required to be delivered by such Eligible Assignee pursuant to Section 3.9(e). Each ; (v) upon the Administrative Agent's execution and delivery of an Increase Supplement in accordance with the Purchasers terms hereof, the Revolving Credit Commitment Amount of each Lender and the Aggregate Revolving Credit Commitment Amount shall be automatically adjusted to include the Revolving Credit Commitments set forth in each such Increase Supplement; and (vi) the Administrative Agent shall notify the Seller have received from each Eligible Assignee other than a Lender a completed administrative questionnaire and the Master Servicer within the applicable time period whether or not such Person agrees, other items as it shall reasonably request in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation connection with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasers.

Increases in Commitments. So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing, upon (a) The Company may by written notice to the Administrative Agent and each Purchaserelect to request the establishment of one or more new term loans (the “Incremental Term Loans”) or an increase in the Revolving Loan Commitment Amount (the “Incremental Revolving Commitments” and, together with the Incremental Term Loans, the Seller may request on a one-time basis that the Purchasers ratably increase their respective “Incremental Commitments, in an aggregate amount not to exceed $50,000,000; provided, that such request for an increase ”) from existing Lenders (each of which shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect (A) an Eligible Assignee, (B) subject to the Purchasers, the Seller (in consultation with approval of the Administrative Agent and the Purchasers(not to be unreasonably withheld or delayed) shall specify (i) the aggregate amount of such increase and (iiC) the time period within which such Purchasers and the Administrative Agent are requested entitled to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether elect or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agreedecline, in its sole discretion, to provide such increase Incremental Commitments) and additional banks, financial institutions and other institutional lenders who will become Lenders in its Commitmentconnection therewith, in an aggregate amount for all such Incremental Commitments not in excess of $200,000,000. If Each such notice shall specify (i) the amount of the Incremental Term Loan or Incremental Revolving Commitment being requested (which shall be in minimum increments of any Purchaser is increased $1,000,000 and a minimum amount of $25,000,000 or such lesser amount equal to the remaining amount of Incremental Revolving Commitments) and (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Commitments shall be effective (which shall not be less than 10 Business Days (or such shorter period as agreed to by the Administrative Agent). (b) Such Incremental Commitments shall become effective as of such Increased Amount Date; provided, that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Commitments; provided, that if the proceeds thereof are being used to finance a Limited Condition Acquisition, then the condition set forth in accordance with this clause (g)i) shall only be required to be satisfied as of the LCA Test Date; (ii) as of the Increased Amount Date (A) the Total Net Debt Leverage Ratio under Section 7.2.4(a) at such time (provided that the proceeds of such Incremental Commitments shall not be netted against Total Funded Indebtedness for purposes of the calculation relating to such incurrence) and (B) the Interest Coverage Ratio under Section 7.2.4(b) at such time, in each case, shall be satisfied on a pro forma basis on the date of incurrence as of the last day of the most recently ended Reference Period, assuming the entire amount of Incremental Commitments is fully funded on such Increased Amount Date and after giving effect to any acquisitions or dispositions after the beginning of the relevant determination period but prior to or simultaneous with the effectiveness of such Incremental Commitments; (iii) any such Incremental Commitments or Incremental Term Loans shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans; (iv) the All-in Yield relating to the Incremental Term Loans shall be determined by the Company and the applicable Incremental Lenders; provided, that if the All-In Yield exceeds the spread with respect to any then-existing Term Loans by more than 0.50%, the Administrative Agent, Applicable Margin relating to the Purchasers, existing Term Loans shall be adjusted so that the Seller and All-In Yield relating to such Incremental Term Loans does not exceed the Master Servicer shall interest rate (iincluding the Applicable Margin) determine payable pursuant to the effective terms of the Credit Agreement as amended through the date of such calculation with respect to such increase and shall enter into Term Loans (other than Incremental Commitments to the extent the terms governing such documents as agreed to Incremental Commitments do not so provide) by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasers.more than 0.50%;

Increases in Commitments. So long as (i) If no Default or Event of Termination or Unmatured Event of Termination Default has occurred and is continuing, upon any Borrower may, at any time prior to the Revolving Termination Date, request an increase in the aggregate Commitments, by giving written notice to the Administrative Agent and each PurchaserBank (each such notice an "Increase Request"). Concurrently with delivering an Increase Request, the Seller such Borrower may seek additional commitments from other financial institutions ("New Bank(s)"). An Increase Request may request on a one-time basis that an increase in the Purchasers ratably increase their respective Commitments, in an aggregate amount Commitments of at least $5,000,000 but not to exceed more than $50,000,000; provided, that in no event shall the aggregate Commitments of the Banks (including New Banks) hereunder exceed $200,000,000 at any time. Each Bank may, in its sole and absolute discretion, commit to increase its Commitment by all or a part of the increase requested in the Increase Request by delivering to such request Borrower and the Agent a commitment valid for an increase a period of 30 days ("Commitment Increase Notice") to such effect, which Commitment Increase Notice shall refer to this Section 2.5(b)(i) and which shall be given no later than 10 Business Days after the date of the Increase Request (the period between the date of the Increase Request and the 10 Business Day deadline for response being referred to as the "Consent Period"). The existing Commitment of any Bank shall not be increased in a minimum amount of $10,000,000. At connection with an Increase Request if such Bank (x) by notice ("Decline Notice") declines to increase its Commitment during the time of sending such notice with respect Consent Period or (y) fails to respond to the PurchasersBorrower and the Agent within the Consent Period (each such Bank giving a Decline Notice or failing to respond on or before the expiration of the Consent Period being called a "Declining Bank" and each other Bank being called an "Increasing Bank"). (ii) Upon expiry of the Consent Period (or sooner if all existing Banks and New Banks respond sooner), if the commitments of the Increasing Banks 20 specified in their respective Commitment Increase Notices and the New Bank(s) in their commitment letters equal or exceed the Increase Request, the Seller Agent shall allocate such commitments up to the amount specified in the Increase Request to the Increasing Banks and New Bank(s) based on the ratio of each Increasing Bank's commitment specified in its Commitment Increase Notice (or New Bank in consultation with its commitment letter) to the Administrative Agent aggregate of all commitments of the Increasing Banks specified in the Commitment Increase Notices and New Bank(s) in their commitment letters. (iii) Upon expiry of the Consent Period, if the commitments of the Increasing Banks specified in their respective Commitment Increase Notices and the PurchasersNew Bank(s) in their commitment letters are less than the Increase Request, the Borrowers may agree to accept such commitments from the Increasing Banks and New Bank(s). Upon expiry of the Consent Period (or sooner if all existing Banks and New Banks respond sooner), the Borrowers may add New Bank(s) with commitments up to the amount specified in their commitment letters; provided, that (A) no Default shall specify have occurred and be continuing, (iB) the aggregate amount of Commitments plus increases in Increasing Bank existing Commitments and New Bank commitments does not exceed $200,000,000, (C) any such increase New Bank assumes all the rights and obligations of a "Bank" hereunder pursuant to accession documentation as the Agent shall specify and described below and (iiD) the time period within which such Purchasers and the Administrative Agent are requested to respond New Bank is reasonably satisfactory to the Seller’s request (which Agent. If the Borrowers do accept such commitments, the Agent shall allocate such commitments to each of the Increasing Banks and New Bank(s) based on the ratio of its commitment specified in no event be less than ten (10) Business Days from the date of delivery of such notice its Commitment Increase Notice or commitment letter to the Administrative Agent and the Purchasers). Each aggregate of all commitments of the Purchasers Increasing Banks and New Bank(s) specified in their Commitment Increase Notices and commitment letters. (iv) Upon allocation of the Administrative increased commitments to the Increasing Banks and/or New Bank(s), the Borrowers shall deliver such documentation as the Agent shall notify may reasonably require to evidence the Seller Borrowers' authority to incur the increased obligations hereunder, and if requested by the Master Servicer within Increasing Banks and/or New Banks, replacement Notes to the applicable time period whether or not such Person agreesIncreasing Banks and/or new notes to the New Bank(s) reflecting the Commitment of each Increasing Bank and New Bank. Such new and replacement notes, in its respective sole discretionif any, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in constitute a "Note" or "Notes" hereunder for all purposes and such Purchaser’s new and increased commitments shall constitute a "Commitment" or "Commitments" hereunder for all purposes. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion The Agent shall promptly provide each of the requested increases in Banks a revised Schedule 1.1 reflecting the Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the PurchasersBanks.

Increases in Commitments. So long as no Event At any time prior to the Termination ------------------------ Date at the request of Termination or Unmatured Event of Termination has occurred the Borrowers and is continuing, upon notice notification to the Administrative Agent Agent, any Lender may increase the amount of its Commitment by executing an addendum hereto with the Obligors and each Purchaserthe Administrative Agent, substantially in the Seller may request on a one-time basis that the Purchasers ratably increase their respective Commitmentsform of Exhibit H, in an aggregate amount not to exceed $50,000,000; provided, that whereupon such request for an increase Lender shall be in a minimum amount bound by and entitled to the benefits of $10,000,000. At the time of sending such notice this Agreement with respect to the Purchasersfull amount of its Commitment as so increased, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify provided that, after giving effect to any such increase, (i) -------- the aggregate amount of such increase Commitments shall not exceed $1,500,000,000 and (ii) no Lender shall have a Commitment which equals or exceeds 25% of the time period within aggregate Commitments. Effective as of the date on which any such Purchasers and the Administrative Agent are requested to respond Lender increases its Commitment pursuant to the Seller’s request (which provisions of this Section 2.14, the aggregate Commitments shall in no event be less than ten (10) Business Days from increased by the date of delivery amount of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Lender's additional Commitment. If on the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to upon which such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing Lender increases its Commitment pursuant to this clause (g) may request any Section 2.14 there is an unpaid principal amount of (x) resolutions Syndicated Loans under Section 2.01, each Borrower to whom Syndicated Loans are outstanding shall borrow from such Lender through the Administrative Agent, subject to Section 6, an amount determined by multiplying the amount of the Board increase in such Lender's Commitment by a fraction, the numerator of Directors which shall be the then unpaid principal amount of the Seller approving or consenting Syndicated Loans outstanding under Section 2.01 and the denominator of which shall be the aggregate Commitments of the Lenders other than the amount of the additional Commitment of such Lender. Notwithstanding anything herein to the contrary, if there are Eurodollar Loans outstanding to any Borrower, such Lender may increase its Commitment and make Eurodollar Loans to such Borrower having Interest Periods corresponding to the then unexpired portions of the respective Interest Periods of such Eurodollar Loans and bearing interest at a rate equal to the respective interest rates then applicable to such Eurodollar Loans. The Administrative Agent shall advise the Lenders of such increase in the Commitment increase of a Lender and authorizing of the execution, delivery and performance amount of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) borrowing from it hereunder made simultaneously upon such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasersincrease.

Increases in Commitments. So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing, upon notice to the Administrative Agent and each Purchaser, the Seller may request on a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,00075,000,000; provided, that such request for an increase shall be in a minimum amount of $10,000,0005,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Purchasers and the Administrative Agent are requested to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser Purchasers as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasers.

Increases in Commitments. So long as no Event During the period from the first ------------------------ anniversary of Termination or Unmatured Event of Termination has occurred and is continuing, upon notice the Effective Date to the Administrative Agent Termination Date at the request of the Borrowers and each Purchaserupon notification to the Agent, any Lender may increase the Seller may request on a one-time basis that amount of its Commitment by executing an addendum hereto with the Purchasers ratably increase their respective CommitmentsObligors and the Agent, substantially in an aggregate amount not to exceed $50,000,000; providedthe form of Exhibit H, that whereupon such request for an increase Lender shall be in a minimum amount bound by and entitled to the benefits of $10,000,000. At the time of sending such notice this Agreement with respect to the Purchasersfull amount of its Commitment as so increased, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify provided that, after giving effect to -------- any such increase, (i) the aggregate amount of such increase Commitments shall not exceed $1,000,000,000 and (ii) no Lender shall have a Commitment which equals or exceeds 25% of the time period within aggregate Commitments. Effective as of the date on which any such Purchasers and the Administrative Agent are requested to respond Lender increases its Commitment pursuant to the Seller’s request (which provisions of this Section 2.14, the aggregate Commitments shall in no event be less than ten (10) Business Days from increased by the date of delivery amount of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Lender's additional Commitment. If on the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall (i) determine the effective date with respect to upon which such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing Lender increases its Commitment pursuant to this clause (g) may request any Section 2.14 there is an unpaid principal amount of (x) resolutions Syndicated Loans under Section 2.01, each Borrower to whom Syndicated Loans are outstanding shall borrow from such Lender through the Agent, subject to Section 6, an amount determined by multiplying the amount of the Board increase in such Lender's Commitment by a fraction, the numerator of Directors which shall be the then unpaid principal amount of the Seller approving or consenting Syndicated Loans outstanding under Section 2.01 and the denominator of which shall be the aggregate Commitments of the Lenders other than the amount of the additional Commitment of such Lender. Notwithstanding anything herein to the contrary, if there are Eurodollar Loans outstanding to any Borrower, such Lender may increase its Commitment and make Eurodollar Loans to such Borrower having Interest Periods corresponding to the then unexpired portions of the respective Interest Periods of such Eurodollar Loans and bearing interest at a rate equal to the respective interest rates then applicable to such Eurodollar Loans. The Agent shall advise the Lenders of such increase in the Commitment increase of a Lender and authorizing of the execution, delivery and performance amount of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) borrowing from it hereunder made simultaneously upon such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasersincrease.

Increases in Commitments. (i) So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing, upon notice to the Administrative Agent and each Purchaser, the Seller may request on a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $50,000,000; provided, that such request for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (ia) the aggregate amount of such increase and (iib) the time period within which such Purchasers and the Administrative Agent are requested to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser Purchasers as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. . (ii) So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing and so long as the Facility Limit at such time has not previously been reduced pursuant to Section 2.02(e), in lieu of requesting that the Purchasers ratably increase their respective Commitments pursuant to Section 2.02(g)(i) above, the Seller may, on a one-time basis, at its option select one or more banks, financial institutions or other entities (each such new party, an “Augmenting Purchaser”) to provide additional Commitments in an aggregate amount not to exceed $50,000,000 (and in an aggregate minimum amount of $10,000,000); provided, that each Augmenting Purchaser shall be subject to the reasonable approval of the Administrative Agent, and provided further that each Augmenting Purchaser executes documentation in form and content satisfactory to the Administrative Agent to become a “Purchaser” under this Agreement. (iii) If the Commitment of any Purchaser is increased or if any Augmenting Purchaser provides a new Commitment in accordance with this clause (g), the Administrative Agent, the PurchasersPurchasers (including any Augmenting Purchaser), the Seller and the Master Servicer shall (i) determine the effective date with respect to such increase increased or new Commitment and shall enter into such documents as agreed to by such parties to document such increaseincreased or new Commitment; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment or providing a new Commitment pursuant to this clause (g) may request any of (x) resolutions of the Board of Directors of the Seller approving or consenting to such new or increased Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such other documents, agreements and opinions reasonably requested by such 758444419 21691544 33 Purchaser or the Administrative Agent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasers.