Common use of Request for Increase in Maximum Aggregate Commitment Clause in Contracts

Request for Increase in Maximum Aggregate Commitment. If the Companies shall request in writing to the Agent an increase in the Maximum Aggregate Commitment to a specified amount up to One Billion Dollars ($1,000,000,000), the Agent shall use its best efforts to obtain increased Commitments from existing Lenders, new Commitments from prospective new Lenders or such combination thereof as the Agent shall elect, to achieve such requested increase; provided that (i) the Agent shall first offer the opportunity to the then-existing Lenders to proportionately increase their Commitments before offering prospective new Lenders the opportunity to join the syndicate of Lenders, and will next offer the opportunity to the then-existing Lenders who have agreed to increase their Commitments to further proportionately increase them to include any Commitment increase offered to but not accepted by any of the other then-existing Lenders, (ii) such written request by the Companies is delivered to the Agent at least forty-five (45) days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Agent has not declared in writing to have been waived or cured. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Loan of each Lender (if any) that does not proportionately increase its Commitment shall automatically be reduced and adjusted proportionately and (ii) Schedules LC and MAC shall each be updated and the updates executed and delivered by the Agent to the Companies and each of the Lenders and, effective as of the date specified on such updates, shall each automatically supersede and replace the then-existing corresponding schedule for all purposes.

Request for Increase in Maximum Aggregate Commitment. If the Companies shall request in writing The Seller may from time to time, by giving advanced written notice of at least two Business Days to the Administrative Agent in the form of Exhibit G hereto, request an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to One Billion Dollars $2,300,000,000 for a period for such increase being designated by the Seller ($1,000,000,000)but not less than 30 days, or if less, the Agent shall use its best efforts to obtain increased Commitments from existing Lenders, new Commitments from prospective new Lenders or such combination thereof as period remaining until the Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Agent shall first offer the opportunity to the then-existing Lenders to proportionately increase their Commitments before offering prospective new Lenders the opportunity to join the syndicate of Lenders, and will next offer the opportunity to the then-existing Lenders who have agreed to increase their Commitments to further proportionately increase them to include any Commitment increase offered to but not accepted by any of the other then-existing Lenders, (ii) such written request by the Companies is delivered to the Agent at least forty-five (45) days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Administrative Agent and the increasing or new Buyers (as applicable), and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Loan Purchased Loans of each Lender (if any) that does not proportionately increase its Buyer shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be adjusted proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the Pro Rata ownership interests in the Purchased Loans of each Buyer shall automatically be reduced and adjusted proportionately and (ii) Schedules LC and MAC shall each be updated and the updates executed and delivered by the Agent to the Companies and each of the Lenders and, effective as of the date specified on such updates, shall each automatically supersede and replace the then-existing corresponding schedule for all purposesaccordingly.

Request for Increase in Maximum Aggregate Commitment. If the Companies shall request in writing The Seller may from time to time, by giving advanced written notice of at least two Business Days to the Administrative Agent in the form of Exhibit G hereto, request an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to One Billion Dollars $1,800,000,000 for a period for such increase being designated by the Seller ($1,000,000,000)but not less than 30 days, or if less, the Agent shall use its best efforts to obtain increased Commitments from existing Lenders, new Commitments from prospective new Lenders or such combination thereof as period remaining until the Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Agent shall first offer the opportunity to the then-existing Lenders to proportionately increase their Commitments before offering prospective new Lenders the opportunity to join the syndicate of Lenders, and will next offer the opportunity to the then-existing Lenders who have agreed to increase their Commitments to further proportionately increase them to include any Commitment increase offered to but not accepted by any of the other then-existing Lenders, (ii) such written request by the Companies is delivered to the Agent at least forty-five (45) days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Administrative Agent and the increasing or new Buyers (as applicable), and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Loan Purchased Loans of each Lender (if any) that does not proportionately increase its Buyer shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be adjusted proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the ownership interests in the Purchased Loans of each Buyer shall automatically be reduced and adjusted proportionately and (ii) Schedules LC and MAC shall each be updated and the updates executed and delivered by the Agent to the Companies and each of the Lenders and, effective as of the date specified on such updates, shall each automatically supersede and replace the then-existing corresponding schedule for all purposesaccordingly.

Request for Increase in Maximum Aggregate Commitment. If the Companies shall request in writing The Seller may from time to time, by giving advanced written notice of at least two Business Days to the Administrative Agent in the form of Exhibit G hereto, request an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to One Billion Dollars $800,000,000 for a period for such increase being designated by the Seller ($1,000,000,000)but not less than 30 days, or if less, the Agent shall use its best efforts to obtain increased Commitments from existing Lenders, new Commitments from prospective new Lenders or such combination thereof as period remaining until the Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Agent shall first offer the opportunity to the then-existing Lenders to proportionately increase their Commitments before offering prospective new Lenders the opportunity to join the syndicate of Lenders, and will next offer the opportunity to the then-existing Lenders who have agreed to increase their Commitments to further proportionately increase them to include any Commitment increase offered to but not accepted by any of the other then-existing Lenders, (ii) such written request by the Companies is delivered to the Agent at least forty-five (45) days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Administrative Agent and the Buyers, and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Loan Purchased Loans of each Lender (if any) that does not proportionately increase its Buyer shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be adjusted proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the ownership interests in the Purchased Loans of each Buyer shall automatically be reduced and adjusted proportionately and (ii) Schedules LC and MAC shall each be updated and the updates executed and delivered by the Agent to the Companies and each of the Lenders and, effective as of the date specified on such updates, shall each automatically supersede and replace the then-existing corresponding schedule for all purposesaccordingly.

Request for Increase in Maximum Aggregate Commitment. If the Companies Seller shall request in writing to the Administrative Agent and Syndication Agent an increase in the Maximum Aggregate Commitment to a specified amount up to One Billion Five Hundred Million Dollars ($1,000,000,000500,000,000), the Syndication Agent shall use its best efforts to obtain increased Commitments Committed Sums from existing LendersBuyers, new Commitments from prospective new Lenders Buyers or such combination thereof as the Syndication Agent shall elect, to achieve such requested increase; provided that (i) the Syndication Agent shall first offer the opportunity to the then-existing Lenders Buyers to proportionately increase their Commitments Committed Sums before offering prospective new Lenders Buyers the opportunity to join the syndicate of LendersBuyers, and will next offer the opportunity to the then-existing Lenders Buyers who have agreed to increase their Commitments Committed Sums to further proportionately increase them to include any Commitment Committed Sums increase offered to but not accepted by any of the other then-existing LendersBuyers, (ii) such written request by the Companies Seller is delivered to the Administrative Agent and Syndication Agent at least forty-five ten (4510) days Business Days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent and Syndication Agent has not declared in writing to have been waived or cured. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Loan Purchased Loans of each Lender Buyer (if any) that does not proportionately increase its Commitment shall Committed Sum shall, following funding by the new Buyers, automatically be reduced and adjusted proportionately and (ii) Schedules LC and MAC Schedule BC shall each be updated and the updates update executed and delivered by the Administrative Agent to the Companies Seller and each of the Lenders Buyers and, effective as of the date specified on such updatesupdate, shall each automatically supersede and replace the then-existing corresponding schedule for all purposes.

Request for Increase in Maximum Aggregate Commitment. If the Companies shall request in writing to the Agent an increase in the Maximum Aggregate Commitment to a specified amount up to One Billion Seven Hundred Fifty Million Dollars ($1,000,000,000750,000,000), the Agent shall use its best efforts to obtain increased Commitments from existing Lenders, new Commitments from prospective new Lenders or such combination thereof as the Agent shall elect, to achieve such requested increase; provided that (i) the Agent shall first offer the opportunity to the then-existing Lenders to proportionately increase their Commitments before offering prospective new Lenders the opportunity to join the syndicate of Lenders, and will next offer the opportunity to the then-existing Lenders who have agreed to increase their Commitments to further proportionately increase them to include any Commitment increase offered to but not accepted by any of the other then-existing Lenders, (ii) such written request by the Companies is delivered to the Agent at least forty-five (45) days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Agent has not declared in writing to have been waived or cured. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Loan of each Lender (if any) that does not proportionately increase its Commitment shall automatically be reduced and adjusted proportionately and (ii) Schedules LC and MAC shall each be updated and the updates executed and delivered by the Agent to the Companies and each of the Lenders and, effective as of the date specified on such updates, shall each automatically supersede and replace the then-existing corresponding schedule for all purposes.

Request for Increase in Maximum Aggregate Commitment. If the Companies shall request in writing The Seller may from time to time by giving advanced written notice of at least two Business Days to the Administrative Agent in the form of Exhibit G hereto request from the Administrative Agent an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to One Billion Dollars $650,000,000 for a period for such increase being designated by the Seller ($1,000,000,000)but not less than 30 days, or if less, the Agent shall use its best efforts to obtain increased Commitments from existing Lenders, new Commitments from prospective new Lenders or such combination thereof as period remaining until the Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Agent shall first offer the opportunity to the then-existing Lenders to proportionately increase their Commitments before offering prospective new Lenders the opportunity to join the syndicate of Lenders, and will next offer the opportunity to the then-existing Lenders who have agreed to increase their Commitments to further proportionately increase them to include any Commitment increase offered to but not accepted by any of the other then-existing Lenders, (ii) such written request by the Companies is delivered to the Agent at least forty-five (45) days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Administrative Agent and the Buyers, and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Loan Purchased Loans of each Lender (if any) that does not proportionately increase its Buyer shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be adjusted proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the ownership interests in the Purchased Loans of each Buyer shall automatically be reduced and adjusted proportionately and (ii) Schedules LC and MAC shall each be updated and the updates executed and delivered by the Agent to the Companies and each of the Lenders and, effective as of the date specified on such updates, shall each automatically supersede and replace the then-existing corresponding schedule for all purposesaccordingly.

Request for Increase in Maximum Aggregate Commitment. If the Companies shall request in writing The Seller may from time to time, by giving advanced written notice of at least two Business Days to the Administrative Agent in the form of Exhibit G hereto, request an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to One Billion Dollars $1,200,000,000 for a period for such increase being designated by the Seller ($1,000,000,000)but not less than 30 days, or if less, the Agent shall use its best efforts to obtain increased Commitments from existing Lenders, new Commitments from prospective new Lenders or such combination thereof as period remaining until the Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Agent shall first offer the opportunity to the then-existing Lenders to proportionately increase their Commitments before offering prospective new Lenders the opportunity to join the syndicate of Lenders, and will next offer the opportunity to the then-existing Lenders who have agreed to increase their Commitments to further proportionately increase them to include any Commitment increase offered to but not accepted by any of the other then-existing Lenders, (ii) such written request by the Companies is delivered to the Agent at least forty-five (45) days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Administrative Agent and the Buyers, and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Loan Purchased Loans of each Lender (if any) that does not proportionately increase its Buyer shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be adjusted proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the ownership interests in the Purchased Loans of each Buyer shall automatically be reduced and adjusted proportionately and (ii) Schedules LC and MAC shall each be updated and the updates executed and delivered by the Agent to the Companies and each of the Lenders and, effective as of the date specified on such updates, shall each automatically supersede and replace the then-existing corresponding schedule for all purposesaccordingly.

Request for Increase in Maximum Aggregate Commitment. If the Companies shall request in writing The Seller may from time to time, by giving advanced written notice of at least two Business Days to the Administrative Agent in the form of Exhibit G hereto, request an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to One Billion Dollars $1,000,000,000 for a period for such increase being designated by the Seller ($1,000,000,000)but not less than 30 days, or if less, the Agent shall use its best efforts to obtain increased Commitments from existing Lenders, new Commitments from prospective new Lenders or such combination thereof as period remaining until the Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Agent shall first offer the opportunity to the then-existing Lenders to proportionately increase their Commitments before offering prospective new Lenders the opportunity to join the syndicate of Lenders, and will next offer the opportunity to the then-existing Lenders who have agreed to increase their Commitments to further proportionately increase them to include any Commitment increase offered to but not accepted by any of the other then-existing Lenders, (ii) such written request by the Companies is delivered to the Agent at least forty-five (45) days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Administrative Agent and the Buyers, and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Loan Purchased Loans of each Lender (if any) that does not proportionately increase its Buyer shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be adjusted proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the ownership interests in the Purchased Loans of each Buyer shall automatically be reduced and adjusted proportionately and (ii) Schedules LC and MAC shall each be updated and the updates executed and delivered by the Agent to the Companies and each of the Lenders and, effective as of the date specified on such updates, shall each automatically supersede and replace the then-existing corresponding schedule for all purposesaccordingly.

Request for Increase in Maximum Aggregate Commitment. If the Companies shall request in writing The Seller may from time to time by giving advanced written notice of at least two Business Days to the Administrative Agent in the form of Exhibit G hereto request to the Administrative Agent for an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to One Billion Dollars $550,000,000 for a period for such increase being designated by the Seller ($1,000,000,000)but not less than 30 days, or if less, the Agent shall use its best efforts to obtain increased Commitments from existing Lenders, new Commitments from prospective new Lenders or such combination thereof as period remaining until the Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Agent shall first offer the opportunity to the then-existing Lenders to proportionately increase their Commitments before offering prospective new Lenders the opportunity to join the syndicate of Lenders, and will next offer the opportunity to the then-existing Lenders who have agreed to increase their Commitments to further proportionately increase them to include any Commitment increase offered to but not accepted by any of the other then-existing Lenders, (ii) such written request by the Companies is delivered to the Agent at least forty-five (45) days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Agent and the Buyers, and no Buyer will have any obligation to increase its Committed Sum. The consent of the Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Loan Purchased Loans of each Lender (if any) that does not proportionately increase its Buyer shall, following funding by the Buyers increasing their Commitment shall Sums or by the new Buyers, automatically be reduced and adjusted proportionately and (ii) Schedules LC and MAC shall each be updated and the updates executed and delivered by the Agent to the Companies and each of the Lenders and, effective as of the date specified on such updates, shall each automatically supersede and replace the then-existing corresponding schedule for all purposesproportionately.

Request for Increase in Maximum Aggregate Commitment. If the Companies Company shall request in writing to the Agent an increase in the Maximum Aggregate Commitment to a specified amount up to One Billion Four Hundred Seventy-five Million Dollars ($1,000,000,000475,000,000), the Agent shall use its best efforts to obtain increased Commitments from existing Lenders, new Commitments from prospective new Lenders or such combination thereof as the Agent shall elect, to achieve such requested increase; provided that (i) the Agent shall first offer the opportunity to the then-existing Lenders to proportionately increase their Commitments before offering prospective new Lenders the opportunity to join the syndicate of Lenders, and will next offer the opportunity to the then-existing Lenders who have agreed to increase their Commitments to further proportionately increase them to include any Commitment increase offered to but not accepted by any of the other then-existing Lenders, (ii) such written request by the Companies Company is delivered to the Agent at least forty-five (45) days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Agent has not declared in writing to have been waived or cured. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Loan of each Lender (if any) that does not proportionately increase its Commitment shall automatically be reduced and adjusted proportionately and (ii) Schedules LC and MAC shall each be updated and the updates executed and delivered by the Agent to the Companies Company and each of the Lenders and, effective as of the date specified on such updates, shall each automatically supersede and replace the then-existing corresponding schedule for all purposes.

Request for Increase in Maximum Aggregate Commitment. If the Companies shall request in writing The Seller may from time to time, by giving advanced written notice of at least two Business Days to the Administrative Agent in the form of Exhibit G hereto, request an increase in the Maximum Aggregate Commitment in increments of $25,000,000, with a minimum increase of $25,000,000 to a specified amount up to One Billion Dollars $1,500,000,000 for a period for such increase being designated by the Seller ($1,000,000,000)but not less than 30 days, or if less, the Agent shall use its best efforts to obtain increased Commitments from existing Lenders, new Commitments from prospective new Lenders or such combination thereof as period remaining until the Agent shall elect, to achieve such requested increaseTermination Date); provided that (i) the Agent shall first offer the opportunity to the then-existing Lenders to proportionately increase their Commitments before offering prospective new Lenders the opportunity to join the syndicate of Lenders, and will next offer the opportunity to the then-existing Lenders who have agreed to increase their Commitments to further proportionately increase them to include any Commitment increase offered to but not accepted by any of the other then-existing Lenders, (ii) such written request by the Companies is delivered to the Agent at least forty-five (45) days before the requested effective date of the increase and (iii) no Default has occurred that has not been cured before it has become an Event of Default, and no Event of Default has occurred that the Administrative Agent has not declared in writing to have been waived or cured. Upon receipt of such request, the Administrative Agent may request one or more existing Buyers or new Buyers (which new Buyers are acceptable to the Seller) to provide increased Commitments to finance all or a portion of the requested increase. The Administrative Agent shall notify the Seller of such new and existing Buyers’ responses to requests for increased or new Commitments. Following such notice, to achieve the full amount of a requested increase, with the prior consent of the Administrative Agent, the Seller may invite additional new Buyers to provide such increase. Any increase under this Section 2.3 shall be in the sole discretion of the Administrative Agent and the Buyers, and no Buyer will have any obligation to increase its Committed Sum. The consent of the Administrative Agent and the Buyers to an increase under this Section 2.3 shall be evidenced by the Administrative Agent providing to the parties to this Agreement an updated Schedule BC. If an increase in the Maximum Aggregate Commitment is achieved, then (i) the Pro Rata ownership interest in the Loan Purchased Loans of each Lender (if any) that does not proportionately increase its Buyer shall, following funding by the Buyers increasing their Commitment Sums or by the new Buyers, automatically be adjusted proportionately. Upon the expiration of any such increase, the Seller shall, to the extent required, reduce the Aggregate Outstanding Purchase Price to the amount of the Maximum Aggregate Commitment as then in effect, and the ownership interests in the Purchased Loans of each Buyer shall automatically be reduced and adjusted proportionately and (ii) Schedules LC and MAC shall each be updated and the updates executed and delivered by the Agent to the Companies and each of the Lenders and, effective as of the date specified on such updates, shall each automatically supersede and replace the then-existing corresponding schedule for all purposesaccordingly.