Common use of Increase in Facility Amount Clause in Contracts

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, from time to time prior to the date that is two (2) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Document.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (aeach, a “Facility Amount Increase Request”) So long as or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Amount shall not exceed $200,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default has shall have occurred and is be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and subject to compliance with warranties contained in Article IV hereof (as the terms of this Section 2.18, same may be amended from time to time prior to the date that is two (2time) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and , and (Ev) unless such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the New Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Term SOFR Rate on or prior the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Amount Increase, such Advances bearing interest at the Adjusted Term SOFR Rate shall not be deemed to be prepaid on such date and (ii) the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent Fee Letterand the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms hereof or any other (including pricing) as an Advance under the existing Facility DocumentAmount.

Increase in Facility Amount. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 (afor a total maximum Facility Amount of $150,000,000). The following terms and conditions shall apply to any such increase: (i) So any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (each, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in the Facility Amount shall be in a minimum principal amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount, no Default or Early Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, from time to time prior to the date that is two shall have occurred; (2) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (Ax) the Borrower shall have delivered provided to the Administrative Agent Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with a copy the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the Collateral Agent) a written request existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Increase (which may Amount shall be by email) not later the same as those in effect prior to any increase; provided, however, that should the terms of the increase agreed to be other than the thirtieth (30th) day those in effect prior to the date increase, then the Loan Documents shall, with the consent of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall Lenders, be true and correct in all material respects as of the date of such Facility Increase (except amended to the extent necessary to incorporate any such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Documentdifferent terms.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18The Borrower may, from time to time on any Business Day prior to the date that is two (2) years after the Closing Commitment Termination Date, the Borrower may request one or more increases to increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each such increaseeach, a “Facility IncreaseAmount Increase Request”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for or in such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period other form acceptable to the Administrative Agent); Agent at least five (B5) the Borrower shall have delivered Business Days prior to the Administrative Agent evidence desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; a Permitted Assignee (Cor additional Commitments for existing Lender(s) the Administrative Agent and each applicable Lender shall which have consented to such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Increase in writing in their respective sole discretion; Amount shall not exceed $300,000,000 without the consent of all Lenders, (Dii) each any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties of the Borrower contained in Article IV hereof (as the Facility Documents same may be amended from time to time) shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent Fee Letterand the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms hereof or any other (including pricing) as an Advance under the existing Facility DocumentAmount.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18continuing, from time to time prior to the date that is two (2) years after the Closing Date, Commitment Termination Date the Borrower (or the Collateral Manager on behalf of the Borrower) may request one or more increases to the Facility Amount up to the Target Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to satisfaction of each of the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have has delivered to the Administrative Agent (with a copy to the Collateral AgentAgent and the Collateral Administrator) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (Bii) the Borrower shall have has delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary requested opinions and other closing documents as are reasonably requested by in respect of the Administrative AgentBorrower; (Ciii) the Equityholder, the Administrative Agent and each applicable Lender shall have consented consents to such Facility Increase in writing in their respective sole discretion;; and (Div) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the such date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and. (Eb) on or prior to the date of such Facility IncreaseOn any Business Day, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letterand any Lender may, in their respective sole discretion and at the request of the Borrower, increase the Commitment of such Lender in the amount necessary to cure any breach of the Borrowing Base (BAggregate) all other fees due and owing pursuant to the terms hereof or resulting from a change in any other Facility DocumentApplicable Conversion Rate.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (aeach, a “Facility Amount Increase Request”) So long as or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s)), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the Facility Amount to an amount in excess of $600,000,000 will require the approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $25,000,000, (iii) no Default or Event of Default has shall have occurred and is be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and subject to compliance with warranties contained in Article IV hereof (as the terms of this Section 2.18, same may be amended from time to time prior to the date that is two (2time) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender's Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent Fee Letterrelating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender's Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to the terms hereof or any other Facility Documentincrease its Commitment.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (aeach, a “Facility Amount Increase Request”) So long as or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s)), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the Facility Amount to an amount in excess of $600,000,000 will require the approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default has shall have occurred and is be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and subject to compliance with warranties contained in Article IV hereof (as the terms of this Section 2.18, same may be amended from time to time prior to the date that is two (2time) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent Fee Letterrelating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to the terms hereof or any other Facility Documentincrease its Commitment.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance The Borrower may, with the terms prior written consent of this Section 2.18, from time to time prior to the date that is two (2) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), (i) increase the Commitment of the existing Lenders (pro rata) with a copy the consent of each such Lender (which consent may be conditioned on one or more conditions precedent in its sole discretion), (ii) if such existing Lenders do not agree to the Collateral Agent) a written request for pro rata increase of the Commitments pursuant to the foregoing clause (i), increase the Commitment of existing Lenders non-pro rata with the consent of each such Facility Increase Lender (which consent may be by emailconditioned on one or more conditions precedent in its sole discretion) and/or (iii) if such existing Lenders do not later than agree to increase the thirtieth (30th) day prior Commitments pursuant to the date foregoing clauses (i) or (ii), add additional Lenders, in each case which shall increase the Facility Amount by the amount of the increased or new Commitment of each such proposed existing or additional Lender. Notwithstanding the foregoing, no such increase shall be permitted without the prior written consent of DBNY if, after giving effect to any such increase, DBNY’s Commitment will no longer be at least 51% of the Facility Increase (or such shorter period acceptable Amount. Notwithstanding anything herein to the Administrative Agent); (B) the Borrower contrary, no Lender shall have delivered any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. Upon any increase in the Facility Amount and/or Commitments the Administrative Agent evidence that the Borrower is authorized will provide notice to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; Morningstar (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such datevia email at ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇); and (E) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Document.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18continuing, from time to time prior to the date that is two (2) years after the Closing Date, Commitment Termination Date the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to satisfaction of each of the following conditions:: USActive 59109857.15 (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have has delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (Bii) the Borrower shall have has delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and solely to the extent new resolutions are required to authorize the additional incurrence of Indebtedness represented by such Facility Increase, all customary requested opinions in respect of the Borrower; (iii) with the prior written consent of the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion) and any increasing Lender, to (i) increase the Commitment of the existing Lender Groups (pro rata) by an amount not to exceed $750,000,000 or such other closing documents amount as are reasonably requested by mutually agreed between the Borrower and the Administrative Agent;, (ii) increase the Commitment of any Lender Group, and/or (iii) add additional Lender Groups, in each case which shall increase the Facility Amount by the amount of the Commitment of each such existing or additional Lender Group. Any increase pursuant to this Section 2.22 shall be attempted in good faith first pursuant to clause (i), second pursuant to clause (ii) and third pursuant to clause (iii) above; and (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (Div) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the such date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and. (Eb) on or prior to the date of such Facility IncreaseOn any Business Day, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letterand any Lender may, in their respective sole discretion and (B) all other fees due and owing pursuant at the request of the Borrower, increase the Commitment of such Lender in the amount necessary to the terms hereof or cure any other Facility Documentbreach of any Borrowing Base resulting from a change in any Applicable Conversion Rate.

Increase in Facility Amount. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Closing Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $175,000,000 (afor a total maximum Facility Amount of $250,000,000). The following terms and conditions shall apply to any such increase: (i) So any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (each, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in the Facility Amount shall be in a minimum principal amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (x) increase the Commitment of a Lender without such Lender’s consent or (y) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.14); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) at the Borrower’s request, the Syndication Agent may solicit one or more additional syndicate Lenders with the consent of the Borrower, (ix) the conditions set forth in Section 3.3 shall be satisfied in all material respects; (x) after giving effect to any such increase in the Facility Amount, no Default or Default, Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, from time to time prior to the date that is two or Early Termination Event shall have occurred; (2) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (Axi) the Borrower shall have delivered provided to the Administrative Agent Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with a copy the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the Collateral Agent) a written request existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Increase (which may Amount shall be by email) not later the same as those in effect prior to any increase; provided, however, that should the terms of the increase agreed to be other than the thirtieth (30th) day those in effect prior to the date increase, then the Loan Documents shall, with the consent of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall Lenders, be true and correct in all material respects as of the date of such Facility Increase (except amended to the extent necessary to incorporate any such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Documentdifferent terms.

Increase in Facility Amount. The Borrower may, within ninety (a90) So long days of the Effective Date (or such longer period as agreed by the Facility Agent and each affected Lender in its sole discretion), deliver a written notice to the Facility Agent (who shall forward a copy to each Agent and the Collateral Agent) (i) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (ii) requesting an increase of the Facility Amount to an amount not to exceed $200,000,000 (the amount so requested being the “Increased Facility Amount”). Upon satisfaction of the foregoing, and subject towith the prior written consent of the Facility Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), (i) increase the Facility Amount shall be increased to the Increased Facility Amount on the later of (x) the second Business Day immediately following the receipt of such written notice by the Facility Agent, the Collateral Agent and each Agent and (y) the date on which the applicable Lenders (which may include new Lenders) have executed such documentation as the Facility Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect as of such date, equal in the aggregate the IncreasedCommitment of any existing Lender Groups, subject to compliance with the terms consent of such existing Lender Groups (pro rata among such Lender Groups), (ii) add additional Lender Groups and/or (iii) increase the Commitment of any Lender Group that consents to such increase (provided that, an increase pursuant to this Section 2.18clause (iii) shall not require the consent of any other Lender Group and no other Lender Group shall be deemed to be materially and adversely affected by such increase), from time in each case, which shall increase the Facility Amount. Notwithstanding anything herein to time prior to by the contrary, afteramount of the date that is two ninety (290) years days after the Closing Effective Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable no Lender shall have consented any obligation to increase its Commitment and noof each such Facility Increase in writing in their respective sole discretion; (D) each of additional Lender’s Group and/or the representations and warranties of amount by which the Borrower contained in the Facility Documents Commitment shall be true increased without its consent thereto, andof each such existing Lender may at its option, unconditionally and correct in all material respects as of the date of such Facility Increase (except without cause, decline to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Documentincrease its CommitmentGroup was increased.

Increase in Facility Amount. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Restatement Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000 (afor a total maximum Facility Amount of $150,000,000). The following terms and conditions shall apply to any such increase: (i) So any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (each, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in the Facility Amount shall be in a minimum principal amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount, no Default or Early Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, from time to time prior to the date that is two shall have occurred; (2) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (Ax) the Borrower shall have delivered provided to the Administrative Agent Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with a copy the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the Collateral Agent) a written request existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Increase (which may Amount shall be by email) not later the same as those in effect prior to any increase; provided, however, that should the terms of the increase agreed to be other than the thirtieth (30th) day those in effect prior to the date increase, then the Loan Documents shall, with the consent of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall Lenders, be true and correct in all material respects as of the date of such Facility Increase (except amended to the extent necessary to incorporate any such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Documentdifferent terms.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18continuing, from time to time prior to the date that is two (2) years after the Closing Date, Commitment Termination Date the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to satisfaction of each of the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have has delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (Bii) the Borrower shall have has delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary requested opinions and other closing documents as are reasonably requested by in respect of the Administrative AgentBorrower; (Ciii) the Administrative Agent and each applicable Lender shall have consented consents to such Facility Increase in writing in their respective sole discretion; (Div) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the such date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (Ev) on or prior to the date of Facility Amount following such Facility Increase, Increase will not exceed $750,000,0001,350,000,000 or such other amount as mutually agreed between the Borrower shall have paid to and the Administrative Agent: ; provided that the Facility Amount following such Facility Increase shall not exceed $500,000,0001,350,000,000 unless the Diversity Score is at least 20. (Ab) the applicable upfront fee set forth in On any Business Day, the Administrative Agent Fee Letterand any Lender may, in their respective sole discretion and at the request of the Borrower, increase the Commitment of such Lender in the amount necessary to cure any breach of the Borrowing Base (BAggregate) all other fees due and owing pursuant to the terms hereof or resulting from a change in any other Facility DocumentApplicable Conversion Rate.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, from time to time prior to the date that is two (2) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (iA) the Facility Amount following such Facility Increase will not exceed $150,000,00075,000,000. (AB) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth tenth (30th10th) day Business Day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (BC) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (CD) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (DE) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (EF) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Document.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance The Borrower may, with the terms prior written consent of this Section 2.18, from time to time prior to the date that is two (2) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), (i) increase the Commitment of the existing Lenders (pro rata) with a copy the consent of each such Lender (which consent may be conditioned on one or more conditions precedent in its sole discretion), (ii) if such existing Lenders do not agree to the Collateral Agent) a written request for pro rata increase of the Commitments pursuant to the foregoing clause (i), increase the Commitment of existing Lenders non-pro rata with the consent of each such Facility Increase Lender (which consent may be by emailconditioned on one or more conditions precedent in its sole discretion) and/or (iii) if such existing Lenders do not later than agree to increase the thirtieth (30th) day prior Commitments pursuant to the date foregoing clauses (i) or (ii), add additional Lenders, in each case which shall increase the Facility Amount by the amount of the increased or new Commitment of each such proposed existing or additional Lender; provided that the aggregate Facility Increase (or Amount shall not exceed $550,000,000. Notwithstanding the foregoing, no such shorter period acceptable increase shall be permitted without the prior written consent of DBNY if, after giving effect to any such increase, DBNY’s Commitment will no longer be at least 51% of the Facility Amount. Notwithstanding anything herein to the Administrative Agent); (B) the Borrower contrary, no Lender shall have delivered any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. Upon any increase in the Facility Amount and/or Commitments the Administrative Agent evidence that the Borrower is authorized will provide notice to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; Morningstar (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such datevia email at ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇); and (E) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Document.. EXHIBIT A TO AMENDMENT NO. 56

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18The Borrower may, from time to time on any Business Day prior to the date that is two (2) years after the Closing Commitment Termination Date, the Borrower may request one or more increases to increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each such increaseeach, a “Facility IncreaseAmount Increase Request”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for or in such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period other form acceptable to the Administrative Agent); Agent at least five (B5) the Borrower shall have delivered Business Days prior to the Administrative Agent evidence desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; a Permitted Assignee (Cor additional Commitments for existing Lender(s) the Administrative Agent and each applicable Lender shall which have consented to such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Increase in writing in their respective sole discretion; Amount shall not exceed $50,000,000 without the consent of all Lenders, (Dii) each any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties of the Borrower contained in Article IV hereof (as the Facility Documents same may be amended from time to time) shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent Fee Letterand the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms hereof or any other (including pricing) as an Advance under the existing Facility DocumentAmount.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.182.21, from time to time prior to the date that is two (2) years after the Closing Date, Commitment Termination Date the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have has delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have has delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary requested opinions and other closing documents as are reasonably requested by in respect of the Administrative AgentBorrower; (C) the Administrative Agent and each applicable Lender shall have consented consents to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the such date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of Facility Amount following such Facility Increase, Increase will not exceed $800,000,000 or such other amount as mutually agreed between the Borrower shall have paid to and the Administrative Agent: ; provided that the Facility Amount following such Facility Increase shall not exceed $500,000,000 unless (Ax) it is on or after March 31, 2021 and (y) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility DocumentDiversity Score is at least 18.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, from time to The Borrower may at any time prior to the date first anniversary of the Closing Date, request to increase the Facility Amount to $250,000,000 on the Facility Increase Date (and, for the avoidance of doubt, prior to the Commitment Termination Date); provided if the Borrower does not request such increase to the Facility Amount prior to the first anniversary of the Closing Date, then the Facility Amount shall increase to $250,000,000 on the first anniversary of the Closing Date, subject to the conditions precedent listed below. Such increase shall be effected by increasing the Commitment of AGF WHCO 2-A2 LP (or such other ATLAS Lender Affiliate that shall have become a party hereto in accordance with the terms hereof pursuant to an Assignment and Acceptance or Lender Joinder Agreement) by $100,000,000 (the “ATLAS Increase”). Any increase pursuant to this Section 2.18(a) shall be subject to satisfaction of the following conditions precedent, upon which such ATLAS Increase shall automatically take effect: (i) if the Facility Increase Date is two (2) years after prior to the first anniversary of the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered a Facility Amount Increase Request (as defined in Section 2.18(b)) to the Administrative Agent not less than fifteen (with a copy 15) Business Days prior to the Collateral Agent) a written request for such Facility Increase Date; (which may ii) no Event of Default shall have occurred and be by email) not later than the thirtieth (30th) day prior to continuing on the date of such proposed Facility Increase (Request or such shorter period acceptable to the Administrative Agent);Facility Increase Date; and (Biii) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower and the Fund set forth herein and in the other Facility Documents are true and correct in all material respects on and as of the Facility Increase Date, with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date); provided that if a representation and warranty is qualified as to materiality, with respect to such representation and warranty, the materiality qualifier set forth above shall be disregarded for the purposes of this condition. (b) The Borrower may at any time, and from time to time, following the Facility Increase Date and prior to the Commitment Termination Date, increase the Facility Amount, either through an increase in the Commitment of a particular Lender or addition of a new Lender, by delivering a request substantially in the form attached hereto as Exhibit F-1 (each, a “Facility Amount Increase Request”) or in such other form acceptable to the Administrative Agent at least 30 days (or such lesser number of days as is acceptable to the Administrative Agent) before the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee or, with the written consent of the Administrative Agent, identifying any other Person as an additional Lender (or additional Commitments for existing Lender(s) which have consented to such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $25,000,000, (ii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iii) all representations and warranties contained in Article IV hereof (as the Facility Documents same may be amended from time to time) shall be true and correct in all material respects at the time of such request and on the effective date of such Facility Amount Increase, (iv) the Administrative Agent shall have provided its written consent to such increase, (v) each existing Lender that has agreed to increase its Commitment shall deliver to the Borrower a Facility Amount Increase Agreement substantially in the form attached hereto as Exhibit F-2 (each, a “Facility Amount Increase Agreement”), (vi) each new Lender shall satisfy the conditions set forth in Section 2.18(c), and (vii) any increase of the Facility Amount to an amount in excess of $500,000,000 will require the approval of the Required Lenders. The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall also be a condition to such effectiveness that the Borrower shall not have terminated any portion of the Facility Amount pursuant to Section 2.06 hereof. The Borrower agrees to pay any reasonable and documented expenses of the Administrative Agent relating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may in its sole and absolute discretion, unconditionally and without cause, decline to increase its Commitment. (c) In connection with any Facility Amount Increase other than in connection with a Facility Amount Increase Agreement, at the request of the Borrower, a Permitted Assignee or, with the written consent of the Administrative Agent, any other Person may join this Agreement as a Lender and assume all rights and obligations of a Lender under this Agreement and the other Facility Documents, subject to the following conditions: (i) the Commitment of the new Lender shall be in addition to the Commitment of the existing Lenders in effect on the date of such new Lender’s entry into this Agreement and the Facility Increase Amount shall be increased in a corresponding amount; (except ii) such new Lender shall deliver to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such dateBorrower the applicable tax forms required by Section 16.03(g); and and (Eiii) on or prior to the date of such Facility Increase, new Lender and the Borrower shall have paid execute and deliver to the Administrative Agent: (A) the applicable upfront fee set forth Agent a Lender Joinder Agreement substantially in the Administrative Agent Fee Letterform of Exhibit F-3 (each, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Documenta “Lender Joinder Agreement”).

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18The Borrower may, from time to time on any Business Day prior to the date that is two (2) years after the Closing Commitment Termination Date, the Borrower may request one or more increases to increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each such increaseeach, a “Facility IncreaseAmount Increase Request”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for or in such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period other form acceptable to the Administrative Agent); Agent at least five (B5) the Borrower shall have delivered Business Days prior to the Administrative Agent evidence desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; a Permitted Assignee (Cor additional Commitments for existing Lender(s) the Administrative Agent and each applicable Lender shall which have consented to such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Increase in writing in their respective sole discretion; Amount shall not exceed $650,000,000 without the consent of all Lenders, (Dii) each any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties of the Borrower contained in Article IV hereof (as the Facility Documents same may be amended from time to time) shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Term SOFR Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted Term SOFR Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent Fee Letterand the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms hereof or any other (including pricing) as an Advance under the existing Facility DocumentAmount.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit D (aeach, a “Facility Amount Increase Request”) So long as or in such other form acceptable to the Administrative Agent at least sixty (60) days prior to the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the Facility Amount to an amount in excess of $150,000,000 in the aggregate (after giving effect to any increase hereunder) will require the approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $25,000,000, (iii) no Default or Event of Default has shall have occurred and is be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and subject to compliance with warranties contained in Article IV hereof (as the terms of this Section 2.18, same may be amended from time to time prior to the date that is two (2time) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent Fee Letterand the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms hereof or any other (including pricing) as an Advance under the existing Facility DocumentAmount.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (aeach, a “Facility Amount Increase Request”) So long as or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s) which have consented to such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Amount shall not exceed $100,000,000 without the consent of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default has shall have occurred and is be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and subject to compliance with warranties contained in Article IV hereof (as the terms of this Section 2.18, same may be amended from time to time prior to the date that is two (2time) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent Fee Letterand the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms hereof or any other (including pricing) as an Advance under the existing Facility DocumentAmount.

Increase in Facility Amount. The Borrower may, withwithin ninety (a90) So long days of the Effective Date (or such longer period as agreed by the Facility Agent and each affected Lender in its sole discretion), deliver a written notice to the Facility Agent (who shall forward a copy to each Agent and the Collateral Agent) (i) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (ii) requesting an increase of the Facility Amount to an amount not to exceed $300,000,000 (the amount so requested being the “Increased Facility Amount”). Upon satisfaction of the foregoing, and subject to compliance the prior written consent of the Facility Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), (i) increase the Commitment of the existing Lender Groups (pro rata) by an additional $250,000,000, (ii) add additional Lender Groups and/or (iii) increase the Commitment of any Lender Group, in each case which shall increase the Facility Amount by the amount of the Commitment of each such existing or additional Lender Group.shall be increased to the Increased Facility Amount on the later of (x) the second Business Day immediately following the receipt of such written notice by the Facility Agent, the Collateral Agent and each Agent and (y) the date on which the applicable Lenders (which may include new Lenders) have executed such documentation as the Facility Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect as of such date, equal in the terms of this Section 2.18aggregate the Increased Facility Amount. Notwithstanding anything herein to the contrary, from time to time prior to after the date that is two ninety (290) years days after the Closing Effective Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable no Lender shall have consented any obligation to such Facility Increase in writing in their respective sole discretion; (D) each of the representations increase its Commitment and warranties of the Borrower contained in the Facility Documents no Lender’s Commitment shall be true and correct in all material respects as of the date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letterincreased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to the terms hereof or any other Facility Documentincrease its Commitment.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (aeach, a “Facility Amount Increase Request”) So long as or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s)), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the Facility Amount to an amount in excess of $900,000,000 will require the approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default has shall have occurred and is be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and subject to compliance with warranties contained in Article IV hereof (as the terms of this Section 2.18, same may be amended from time to time prior to the date that is two (2time) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Term Benchmark Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted Term Benchmark Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent Fee Letterrelating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms hereof or any other (including pricing) as Advances under the existing Facility DocumentAmount.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred The Borrower may, at any time and is continuing and subject to compliance with the terms of this Section 2.18, from time to time prior to the date that is two (2) years after the Closing Commitment Termination Date, the Borrower may request one or more increases to increase the Facility Amount Amount, either through an increase in the Commitment of a particular Lender or addition of a new Lender, by delivering a request substantially in the form attached hereto as Exhibit F-1 (each such increaseeach, a “Facility IncreaseAmount Increase Request”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following or in such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered other form acceptable to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase at least 30 days (or such shorter period lesser number of days as is acceptable to the Administrative Agent); ) before the desired effective date of such increase (Bthe “Facility Amount Increase”) the Borrower shall have delivered to the Administrative Agent evidence identifying an additional Lender that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; a Permitted Assignee (Cor additional Commitments for existing Lender(s) the Administrative Agent and each applicable Lender shall which have consented to such Facility Increase in writing in their respective sole discretion; increase), and the amount of its Commitment (Dor additional amount of its Commitment(s)); provided, however, that (i) each any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (ii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iii) all representations and warranties of the Borrower contained in Article IV hereof (as the Facility Documents same may be amended from time to time) shall be true and correct in all material respects as at the time of such request and on the effective date of such Facility Increase Amount Increase, (except iv) the Administrative Agent shall have provided its written consent to such increase, (v) each existing Lender that has agreed to increase its Commitment shall deliver to the extent such representations Borrower a Facility Amount Increase Agreement substantially in the form attached hereto as Exhibit F-2 (each, a “Facility Amount Increase Agreement”), (vi) each new Lender shall satisfy the conditions set forth in Section 2.18(b), and warranties expressly relate (vii) any increase of the Facility Amount to any earlier date, an amount in which case such representations and warranties excess of $450,000,000 will require the approval of the Required Lenders. The effective date of the Facility Amount Increase shall be true agreed upon by the Borrower and correct the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in all material respects as an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall also be a condition to such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, effectiveness that the Borrower shall not have paid terminated any portion of the Facility Amount pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to pay any reasonable and documented expenses of the Administrative Agent Fee Letterrelating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may in its sole and owing pursuant absolute discretion, unconditionally and without cause, decline to the terms hereof or any other Facility Documentincrease its Commitment.

Increase in Facility Amount. (a) So long With the prior consent of the Agent, the Borrowers shall have the right at any time and from time to time during the term of this Agreement to request increases in the amount of the Revolving Facility (provided that after giving effect to any increases in the Revolving Facility pursuant to this Section, the aggregate amount of the Commitments may not exceed $525,000,000.00) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Revolving Facility must be in an aggregate minimum amount of $10,000,000.00 and must not exceed an aggregate maximum amount of $225,000,000.00. (b) Notwithstanding the provisions of Section 11.5, no Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as no a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, from time to time prior to the date that is two (2) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to in existence on the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the effective date of such proposed Facility Increase increase or (y) any representation or warranty made or deemed made by any Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or such shorter period acceptable to the Administrative Agent); (Bwould not be) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and or correct in all material respects as of on the effective date of such Facility Increase increase (except to the extent such for representations and or warranties which expressly relate solely to any an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date as if made on such date); and . In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (Ea) on any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrowers shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or prior replacement Note, as appropriate, in the amount of such Lender's Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. Any increase in the Facility Amount pursuant to this Section 2.15 shall be subject to the date of such Facility Increase, condition that the Borrower Borrowers shall have paid to the Administrative Agent: , such fees as shall be due to Agent and/or the Lenders at such time under the Fee Letter or as may be agreed-upon between the Borrower, on the one hand, and each new Lender and/or any existing Lender increasing its Commitment, on the other hand. The provisions of this Section 2.15 shall not constitute a “commitment” to lend, and the Commitments of the Lenders shall not be increased until satisfaction of the provisions of this Section 2.15 and actual increase of the Commitments as provided herein. The date an increase of the Commitments becomes effective pursuant to this Section 2.15 is referred to herein as an “Increase Effective Date, ” with any such increase being conditioned upon, as required by any such new Lender and/or existing Lender increasing its Commitment, receipt of (A) a certificate from the applicable upfront fee Borrowers (1) certifying and attaching resolutions authorizing the increase in Commitments, and (2) confirming the conditions set forth in the Administrative Agent Fee Letter(x) and (y) above have been satisfied, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Documenta customary legal opinion from Borrower's counsel.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (aeach, a “Facility Amount Increase Request”) So long as or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s)), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the Facility Amount to an amount in excess of $600,000,000 will require the approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $25,000,000, (iii) no Default or Event of Default has shall have occurred and is be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and subject to compliance with warranties contained in Article IV hereof (as the terms of this Section 2.18, same may be amended from time to time prior to the date that is two (2time) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent Fee Letterrelating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to the terms hereof or any other Facility Documentincrease its Commitment.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (aeach, a “Facility Amount Increase Request”) So long as or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s)), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the Facility Amount to an amount in excess of $520,000,000 will require the approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default has shall have occurred and is be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and subject to compliance with warranties contained in Article IV hereof (as the terms of this Section 2.18, same may be amended from time to time prior to the date that is two (2time) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurocurrency Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted Eurocurrency Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent Fee Letterrelating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms hereof or any other (including pricing) as Advances under the existing Facility DocumentAmount.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (aeach, a “Facility Amount Increase Request”) So long as or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s)), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the Facility Amount to an amount in excess of $600,000,000 will require the approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default has shall have occurred and is be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and subject to compliance with warranties contained in Article IV hereof (as the terms of this Section 2.18, same may be amended from time to time prior to the date that is two (2time) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted LIBOR Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted LIBOR Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent Fee Letterrelating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms hereof or any other (including pricing) as Advances under the existing Facility DocumentAmount.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance The Borrower may, with the terms prior written consent of this Section 2.18, from time to time prior to the date that is two (2) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion) and prior written notice to Morningstar, (i) increase the Commitment of the existing Lender Groups (pro rata) with the consent of each such Lender Group, (ii) subject to Section 15.4(b), add additional Lender Groups and/or (iii) increase the Commitment of any Lender Group with the consent of such Lender Group, in each case which shall increase the Facility Amount by the amount of the increased or new Commitment of each such existing or additional Lender Group. Each increase in the Facility Amount shall be allocated to each participating Lender Group pro rata based on their Commitments immediately prior to giving effect to such increase. If any Lender increasesIn the event any Lender reduces its Commitment (with the consent of the Borrower) concurrently with any other Lender increasing its Commitment (including the amount of a copy new Commitment by a new Lender) (other than in connection with any increase that is designated as a term loan pursuant to Section 2.9), such reducing Lender shall be paid an upfront fee in an amount equal to 0.50% of such increase. Each upfront fee will be paid by (A) any Lender that is concurrently reducing its Commitment (with the consent of the Borrower), up topay an upfront fee to such increasing Lender in an aggregate amount equal to the Collateral Agentproduct of (x) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date 0.50% of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); reduction and (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the date of such Facility Increase (except to the extent any remaining amounts are owed, the Borrowery) the ratio equal to (1) the number of days from the date on which such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as Lender’s Commitment was reduced until the end of such earlier date as if made the Revolving Period on such date); and reduction date divided by (E2) on or prior to the number of days from the date such Lender became a party hereto until the end of the Revolving Period on such Facility Increasereduction date. For the avoidance of doubt, the Borrower shall have paid to the Administrative Agent: (A) the applicable not be responsible for any portion of an upfront fee paid in connection with the transfer of the Commitment of a Lender reducing its Commitment to a Lender simultaneously increasing its Commitment. Notwithstanding the foregoing, no such increase shall be permitted without the prior written consent of DBNY if, after giving effect to any such increase, DBNY’s Commitment will no longer be at least 51% of the Facility Amount. Lender that is involuntarily removed or replaced under the provisions of this Agreement shall be required to pay any amounts set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing this Section 2.8 in connection with any reduction of its Commitment pursuant to the terms hereof such removal or any other Facility Documentreplacement.

Increase in Facility Amount. The Borrower may, at any time after the Effective Date, deliver a written notice to the Agent (awho shall forward a written copy to each Lender Group and the Collateral Agent) So long as (x) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and subject (y) requesting an increase of the Facility Amount to compliance with an amount not to exceed $2,000,000,000 (the terms of this Section 2.18amount so requested being the “Increased Facility Amount”); provided that, from time to time prior to if the date that is two (2) years after the Closing DateFacility Amount equals or exceeds $1,000,000,000, the Borrower may request one or more increases any such increase to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject applied solely to the following conditions: Revolving Commitments. The Facility Amount shall, with the prior written consent of the Agent (iwhich consent may be conditioned on one or more conditions precedent in its sole discretion), be so increased to the Increased Facility Amount on the later of (x) the Facility Amount fifth (5th) Business Day immediately following the receipt of such Facility Increase will not exceed $150,000,000. written notice by the Agent, each Lender Group and the Collateral Agent and (Ay) the date on which Lenders (which may include new Lenders) have executed such documentation as the Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect at such date, equal in the aggregate the Increased Facility Amount. Without limiting the foregoing, the Borrower shall have delivered to may, with the Administrative prior written consent of the Agent (with a copy which consent may be conditioned on one or more conditions precedent in its sole discretion) and notice to the Collateral Agent, (i) a written request for increase the Commitment of the existing Lender Groups (pro rata) with the consent of each such Lender Group, (ii) add additional Lender Groups and/or (iii) increase the Commitment of any Lender Group with the consent of such Lender Group, in each case, which shall increase the Facility Increase (which may be Amount by email) not later than the thirtieth (30th) day prior amount of the increased or new Commitment of each such existing or additional Lender Group. Notwithstanding anything herein to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable contrary, no Lender shall have consented any obligation to such Facility Increase in writing in their respective sole discretion; (D) each of the representations increase its Commitment and warranties of the Borrower contained in the Facility Documents no Lender’s Commitment shall be true increased without its consent thereto, and correct in all material respects as of the date of such Facility Increase (except each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. The Agent shall provide to the extent such representations Lenders prompt written notice of any increase effectuated under this Section 2.7 and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as an updated copy of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility DocumentSchedule 5.

Increase in Facility Amount. (a) So long With the prior consent of the Agent, the Borrowers shall have the right at any time and from time to time during the term of this Agreement to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $300,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $10,000,000. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as no a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default has occurred and shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by any Borrower or any other Loan Party in any Loan Document to which any such Loan Party is continuing and subject a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to compliance an earlier date) or (z) the Borrowers have not previously incurred ( or are simultaneously with the terms increase incurring) Loans in the full amount of the Initial Facility Amount. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.18subsection, from time to time prior to (a) any Lender becoming a party hereto shall execute such documents and agreements as the date Agent may reasonably request and (b) the Borrowers shall make appropriate arrangements so that is two (2) years after each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the Closing Date, amount of such Lender's Commitment within 2 Business Days of the Borrower may request one or more increases to effectiveness of the applicable increase in the aggregate amount of Commitments. Any increase in the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase pursuant to this Section 2.12 shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence condition that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, the Borrower Borrowers shall have paid to the Administrative Agent: (A) , such fees as shall be due to Agent and/or the applicable upfront fee set forth in Lenders at such time under the Administrative Agent Fee Letter. The provisions of this Section 2.12 shall not constitute a "commitment" to lend, and (B) all other fees due the Commitments of the Lenders shall not be increased until satisfaction of the provisions of this Section 2.12 and owing actual increase of the Commitments as provided herein. The date an increase of the Commitments becomes effective pursuant to the terms hereof or any other Facility Documentthis Section 2.12 is referred to herein as an "Increase Effective Date."

Increase in Facility Amount. (a) So long as The Borrower may, at any time after the Effective Date but before the date that is one (1) Business Day prior to the three month anniversary of the Effective Date, deliver a written notice (the “Increase Notice”) to the Facility Agent, each Agent and the Collateral Agent (x) certifying that (i) no Event of Default or Unmatured Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, from time to time prior to the date that is two (2ii) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower and the Servicer contained in the Facility Loan Agreement and the other Transaction Documents shall be are true and correct in all material respects on and as of such day and (y) requesting an increase of the Commitment of DBNY, as Lender (the amount so requested being the “Increased Facility Amount”); provided that such increase shall cause the Commitment of DBNY to not exceed an aggregate amount of $200,000,000; provided, further, that on the date of such Facility delivery of the Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility IncreaseNotice, the Borrower shall have paid deliver written notice to each Agent and the Collateral Agent, in form and substance reasonably satisfactory to the Administrative Facility Agent: , documenting the reallocation of Commitments in connection with such increase in the Facility Amount. Upon the payment in full of all Fees due under any Fee Letter and the purchase and sale of Advances, if any, occurring on such date in connection with the Increased Facility Amount, the Facility Amount shall be so increased by the Increased Facility Amount on the Business Day immediately following the receipt of the Increase Notice by the Facility Agent, each Agent and the Collateral Agent. (Ab) The Borrower may, with the prior written consent of the Facility Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion) and the prior written consent of the applicable upfront fee set forth Lender Group(s), (i) increase the aggregate Commitment of the existing Lender Groups (pro rata), (ii) add additional Lender Groups and/or (iii) increase the Commitment of any Lender Group, in each case which shall increase the Administrative Agent Fee Letter, Facility Amount by the amount of the Commitment of each such existing or additional Lender Group up to an aggregate Facility Amount of $200,000,000. Each additional Lender Group shall become a party hereto by executing and (B) all other fees due and owing pursuant delivering to the terms hereof or any other Facility DocumentAgent, the Collateral Agent, the Servicer and the Borrower a Joinder Agreement.

Increase in Facility Amount. The Borrower may, within ninety (a90) So long days of the Effective Date (or such longer period as agreed by the Facility Agent and each affected Lender in its sole discretion), deliver a written notice to the Facility Agent (who shall forward a copy to each Agent and the Collateral Agent) (i) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (ii) requesting an increase of the Facility Amount to an amount not to exceed $200,000,000 (the amount so requested being the “Increased Facility Amount”). Upon satisfaction of the foregoing, and subject to compliance the prior written consent of the Facility Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), the Facility Amount shall be increased to the Increased Facility Amount on the later of (x) the second Business Day immediately following the receipt of such written notice by the Facility Agent, the Collateral Agent and each Agent and (y) the date on which the applicable Lenders (which may include new Lenders) have executed such documentation as the Facility Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect as of such date, equal in the terms of this Section 2.18aggregate the Increased Facility Amount. Notwithstanding anything herein to the contrary, from time to time prior to after the date that is two ninety (290) years days after the Closing Effective Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable no Lender shall have consented any obligation to such Facility Increase in writing in their respective sole discretion; (D) each of the representations increase its Commitment and warranties of the Borrower contained in the Facility Documents no Lender’s Commitment shall be true and correct in all material respects as of the date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letterincreased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to the terms hereof or any other Facility Documentincrease its Commitment.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (aeach, a “Facility Amount Increase Request”) So long as or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior ‑82‑ FILENAME to the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s)), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the Facility Amount to an amount in excess of $900,000,000 will require the approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default has shall have occurred and is be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and subject to compliance with warranties contained in Article IV hereof (as the terms of this Section 2.18, same may be amended from time to time prior to the date that is two (2time) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Term Benchmark Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted Term Benchmark Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent Fee Letterrelating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms hereof or any other (including pricing) as Advances under the existing Facility DocumentAmount.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject Subject to compliance with the terms of this Section 2.182.22, from time to time prior to the date that is two (2) years after the Closing Date, the Borrower may request elect one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (iA) the Facility Amount following no Default or Event of Default has occurred and is continuing; (B) each Collateral Quality Test is satisfied immediately before and immediately after giving effect to such Facility Increase will not exceed $150,000,000.Increase; (AC) the Borrower shall have has delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request election for such Facility Increase (which may be by email); (D) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (shall occur after the three-month anniversary or such shorter period acceptable agreed to by the Administrative Agent of the Closing Date and on or prior to the two-year anniversary of the Closing Date; (E) such Facility Increase is in an amount at least equal to $25,000,000 or an increment of $100,000 in excess thereof (or such lesser amount available or otherwise as the Administrative AgentAgent may reasonably agree); (BF) the Borrower shall have has delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably and, to the extent requested by the Administrative AgentAgent in connection with any increase in the Facility Amount (i) if the date of such Facility Increase occurs on or prior to the one-year anniversary of the Closing Date, to an amount in excess of $500,000,000 and (ii) if the date of such Facility Increase occurs after the one-year anniversary of the Closing Date and on or prior to the two-year anniversary of the Closing Date, to an amount in excess of $750,000,000 (or such other amount as the Administrative Agent may reasonably agree), a customary legal opinion as to the due authorization and enforceability of such Facility Increase; (CG) such Facility Increase shall be allocated as agreed among the Borrower, each applicable Lender and the Administrative Agent and each applicable Lender shall have consented (or, if no such agreement is reached, 100% to such Facility Increase in writing in their respective sole discretionCitibank); (DH) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the such date of such Facility Increase (except to the extent (x) such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such datedate and (y) such representations and warranties are already qualified as to materiality or similar, in which case such representations and warranties shall be true and correct in all respects); and; (EI) the Advances Outstanding are greater than or equal to 70.0% of the Facility Amount prior to such Facility Increase; (J) the Facility Amount following such Facility Increase will not exceed (a) if such Facility Increase occurs (i) on or prior to the date one-year anniversary of such the Closing Date, $500,000,000 or (ii) following the one-year anniversary of the Closing Date and on or prior to the two-year anniversary of the Closing Date, $750,000,000, in each case without the prior written consent of the Administrative Agent in its sole discretion or (b) $1,000,000,000; and (K) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and to the extent applicable, an updated Beneficial Ownership Certification in relation to the Borrower. For the avoidance of doubt, the effectiveness of any Facility IncreaseIncrease shall be automatic upon the satisfaction of the preceding conditions, and no consent of any Person other than the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Documentbe required therefor.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance The Borrower may, with the terms prior written consent of this Section 2.18, from time to time prior to the date that is two Facility Agent (2) years after the Closing Date, the Borrower which consent may request be conditioned on one or more increases conditions precedent in its sole discretion), (i) increase the Commitment of the existing Lenders (pro rata) with the consent of each such Lender agreeing to an increase (which consent may be conditioned on one or more conditions precedent in its sole discretion), (ii) if such existing Lenders do not agree to the a pro rata increase of the Commitments pursuant to the foregoing clause (i), increase the Commitment of existing Lenders non-pro rata with the consent of each such Lender agreeing to an increase (which consent may be conditioned on one or more conditions precedent in its sole discretion) and/or (iii) if such existing Lenders do not agree to increase the Commitments pursuant to the foregoing clauses (i) or (ii), add additional Lenders satisfactory to the Borrower, in each case which shall increase the Facility Amount (by the amount of the increased or new Commitment of each such existing or additional Lenders. Notwithstanding the foregoing, no such increase shall be permitted without the prior written consent of DBNY if, after giving effect to any such increase, a “DBNY’s Commitment will no longer be at least 51% of the Facility Increase”)Amount. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment. (b) Each Facility Increase shall be subject Notwithstanding anything to the following conditions: contrary in clause (i) a), the Borrower may, with the prior written consent of the Facility Agent and DBNY (which consents may be conditioned on one or more conditions precedent in its sole discretion), further increase the Commitment of DBNY up to an aggregate Facility Amount following such Facility Increase will not exceed of $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent 400,000,000 (with a copy notice to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Document.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18The Borrower may, from time to time on any Business Day prior to the date that is two (2) years after the Closing Commitment Termination Date, the Borrower may request one or more increases to increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each such increaseeach, a “Facility IncreaseAmount Increase Request”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for or in such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period other form acceptable to the Administrative Agent); Agent at least five (B5) the Borrower shall have delivered Business Days prior to the Administrative Agent evidence desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; a Permitted Assignee (Cor additional Commitments for existing Lender(s) the Administrative Agent and each applicable Lender shall which have consented to such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Increase in writing in their respective sole discretion; Amount shall not exceed $300,000,000650,000,000 without the consent of all Lenders, (Dii) each any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties of the Borrower contained in Article IV hereof (as the Facility Documents same may be amended from time to time) shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent Fee Letterand the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms hereof or any other (including pricing) as an Advance under the existing Facility DocumentAmount.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18continuing, from time to time prior to the date that is two (2) years after the Closing Date, Commitment Termination Date the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to satisfaction of each of the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have has delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (Bii) the Borrower shall have has delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and solely to the extent new resolutions are required to authorize the additional incurrence of Indebtedness represented by such Facility Increase, all customary requested opinions in respect of the Borrower; (iii) with the prior written consent of the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion) and any increasing Lender, to (i) increase the Commitment of the existing Lender Groups (pro rata) by an amount not to exceed $750,000,000 or such other closing documents amount as are reasonably requested by mutually agreed between the Borrower and the Administrative Agent;, (ii) increase the Commitment of any Lender Group, and/or (iii) add additional Lender Groups, in each case which shall increase the Facility Amount by the amount of the Commitment of each such existing or additional Lender Group. Any increase pursuant to this Section 2.22 shall be attempted in good faith first pursuant to clause (i), second pursuant to clause (ii) and third pursuant to clause (iii) above; and (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (Div) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the such date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and. (Eb) on or prior to the date of such Facility IncreaseOn any Business Day, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letterand any Lender may, in their respective sole discretion and (B) all other fees due and owing pursuant at the request of the Borrower, increase the Commitment of USActive 59109857.1659109857.18 such Lender in the amount necessary to the terms hereof or cure any other Facility Documentbreach of anythe Borrowing Base resulting from a change in any Applicable Conversion Rate.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18continuing, from time to time prior to the date that is two (2) years after the Closing Date, Commitment Termination Date the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to satisfaction of each of the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have has delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (Bii) the Borrower shall have has delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and solely to the extent new resolutions are required to authorize the additional incurrence of Indebtedness represented by such Facility Increase, all customary requested opinions in respect of the Borrower; USActive 59109857.10 (iii) with the prior written consent of the Administrative Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion) and any increasing Lender, to (i) increase the Commitment of the existing Lender Groups (pro rata) by an amount not to exceed $750,000,000 or such other closing documents amount as are reasonably requested by mutually agreed between the Borrower and the Administrative Agent;, (ii) increase the Commitment of any Lender Group, and/or (iii) add additional Lender Groups, in each case which shall increase the Facility Amount by the amount of the Commitment of each such existing or additional Lender Group. Any increase pursuant to this Section 2.22 shall be attempted in good faith first pursuant to clause (i), second pursuant to clause (ii) and third pursuant to clause (iii) above; and (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (Div) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the such date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and. (Eb) on or prior to the date of such Facility IncreaseOn any Business Day, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letterand any Lender may, in their respective sole discretion and (B) all other fees due and owing pursuant at the request of the Borrower, increase the Commitment of such Lender in the amount necessary to the terms hereof or cure any other Facility Documentbreach of any Borrowing Base resulting from a change in any Applicable Conversion Rate.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (aeach, a “Facility Amount Increase Request”) So long as or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s)), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the Facility Amount to an amount in excess of $520,000,000900,000,000 will require the approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default has shall have occurred and is be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and subject to compliance with warranties contained in Article IV hereof (as the terms of this Section 2.18, same may be amended from time to time prior to the date that is two (2time) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted EurocurrencyTerm Benchmark Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted EurocurrencyTerm Benchmark Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent Fee Letterrelating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms hereof or any other (including pricing) as Advances under the existing Facility DocumentAmount.

Increase in Facility Amount. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the FirstSecond Amendment Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $150,000,000 (afor a total maximum Facility Amount of $300,000,000). The following terms and conditions shall apply to any such increase: (i) So any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (each, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in the Facility Amount shall be in a minimum principal amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount, no Default or Early Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, from time to time prior to the date that is two shall have occurred; (2) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (Ax) the Borrower shall have delivered provided to the Administrative Agent Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with a copy the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the Collateral Agent) a written request existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Increase (which may Amount shall be by email) not later the same as those in effect prior to any increase; provided, however, that should the terms of the increase agreed to be other than the thirtieth (30th) day those in effect prior to the date increase, then the Loan Documents shall, with the consent of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall Lenders, be true and correct in all material respects as of the date of such Facility Increase (except amended to the extent necessary to incorporate any such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Documentdifferent terms.

Increase in Facility Amount. (a) So long With the prior consent of the Agent, the Borrowers shall have the right at any time and from time to time during the term of this Agreement to request increases in the amount of the Revolving Facility (provided that after giving effect to any increases in the Revolving Facility pursuant to this Section, the aggregate amount of the Commitments may not exceed $525,000,000.00 less any reductions in the amount of the Commitments under Section 2.11) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Revolving Facility must be in an aggregate minimum amount of $10,000,000.00 and must not exceed an aggregate maximum amount of $225,000,000.00. (b) Notwithstanding the provisions of Section 11.5, no Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as no a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, from time to time prior to the date that is two (2) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to in existence on the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the effective date of such proposed Facility Increase increase or (y) any representation or warranty made or deemed made by any Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or such shorter period acceptable to the Administrative Agent); (Bwould not be) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and or correct in all material respects as of on the effective date of such Facility Increase increase (except to the extent such for representations and or warranties which expressly relate solely to any an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date as if made on such date); and . In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (Ea) on any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrowers shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or prior replacement Note, as appropriate, in the amount of such Lender's Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. Any increase in the Facility Amount pursuant to this Section 2.15 shall be subject to the date of such Facility Increase, condition that the Borrower Borrowers shall have paid to the Administrative Agent: , such fees as shall be due to Agent and/or the Lenders at such time under the Fee Letter or as may be agreed-upon between the Borrower, on the one hand, and each new Lender and/or any existing Lender increasing its Commitment, on the other hand. The provisions of this Section 2.15 shall not constitute a “commitment” to lend, and the Commitments of the Lenders shall not be increased until satisfaction of the provisions of this Section 2.15 and actual increase of the Commitments as provided herein. The date an increase of the Commitments becomes effective pursuant to this Section 2.15 is referred to herein as an “Increase Effective Date, ” with any such increase being conditioned upon, as required by any such new Lender and/or existing Lender increasing its Commitment, receipt of (A) a certificate from the applicable upfront fee Borrowers (1) certifying and attaching resolutions authorizing the increase in Commitments, and (2) confirming the conditions set forth in the Administrative Agent Fee Letter(x) and (y) above have been satisfied, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Documenta customary legal opinion from Borrower's counsel.

Increase in Facility Amount. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the RestatementFirst Amendment Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $100,000,000150,000,000 (afor a total maximum Facility Amount of $150,000,000300,000,000). The following terms and conditions shall apply to any such increase: (i) So any such increase shall be obtained from existing Lenders or from other Persons with the consent of the Agent (each, an “Eligible Assignee”), in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in the Facility Amount shall be in a minimum principal amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $10,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party to this Agreement, a joinder agreement) in form and content satisfactory to the Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or joinder agreement) without delay unless the acknowledgement purports to (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Loan Documents other than as provided for in this Section 2.13); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Advances (including payment of any break funding amount owing in connection therewith) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Agent and execute a joinder agreement in form and content satisfactory to the Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount, no Default or Early Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, from time to time prior to the date that is two shall have occurred; (2) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (Ax) the Borrower shall have delivered provided to the Administrative Agent Agent, at least thirty (30) days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with a copy the Asset Quality Test and compliance with the Borrowing Base after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Agent. The amount of any increase in the Facility Amount hereunder shall be offered first to the Collateral Agent) a written request existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments. If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. Unless otherwise agreed by the Agent and the Lenders, the terms of any increase in the Facility Increase (which may Amount shall be by email) not later the same as those in effect prior to any increase; provided, however, that should the terms of the increase agreed to be other than the thirtieth (30th) day those in effect prior to the date increase, then the Loan Documents shall, with the consent of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall Lenders, be true and correct in all material respects as of the date of such Facility Increase (except amended to the extent necessary to incorporate any such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Documentdifferent terms.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18The Borrower may, from time to time on any Business Day prior to the date that is two (2) years after the Closing InitialReinvestment Period Termination Date, the Borrower may request one or more increases to an increase in the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each such increaseeach, a “Facility IncreaseAmount Increase Request”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for or in such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period other form acceptable to the Administrative Agent); Agent at least five (B5) the Borrower shall have delivered Business Days prior to the Administrative Agent evidence that desired effective date of such increase (the Borrower is authorized to agree to such “Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; Amount Increase”) identifying an additional Lender (Cor additional Commitments for existing Lender(s) the Administrative Agent and each applicable Lender shall which have consented to such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) after giving effect to any such Facility Increase in writing in their respective sole discretion; Amount Increase, the Facility Amount shall not exceed $1,200,000,000 without the consent of all Lenders, (Dii) each any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $5,000,000, (iiiii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iiiiv) all representations and warranties of the Borrower contained in Article IV hereof (as the Facility Documents same may be amended from time to time) shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Amount Increase, (ivv) unless such increase is increasing the Borrower shall have paid to Commitment of, and with the Administrative Agent: written consent of, an existing Lender, (Av) the applicable upfront fee set forth in the Administrative Agent Fee Lettershall have provided its written consent to such increase (which consent shall be in its sole discretion) and, (vi) immediately prior to and (B) all other fees due and owing pursuant upon giving effect to the terms hereof or any other such Facility Document.Amount Increase

Increase in Facility Amount. The Borrower may, within ninety (a90) So long days of the Effective Date (or such longer period as agreed by the Facility Agent and each affected Lender in its sole discretion), deliver a written notice to the Facility Agent (who shall forward a copy to each Agent and the Collateral Agent) (i) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and (ii) requesting an increase of the Facility Amount to an amount not to exceed $300,000,000 (the amount so requested being the “Increased Facility Amount”). Upon satisfaction of the foregoing, and subject to compliance the prior written consent of the Facility Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), the Facility Amount shall be increased to the Increased Facility Amount on the later of (x) the second Business Day immediately following the receipt of such written notice by the Facility Agent, the Collateral Agent and each Agent and (y) the date on which the applicable Lenders (which may include new Lenders) have executed such documentation as the Facility Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect as of such date, equal in the terms of this Section 2.18aggregate the Increased Facility Amount. Notwithstanding anything herein to the contrary, from time to time prior to after the date that is two ninety (290) years days after the Closing Effective Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable no Lender shall have consented any obligation to such Facility Increase in writing in their respective sole discretion; (D) each of the representations increase its Commitment and warranties of the Borrower contained in the Facility Documents no Lender’s Commitment shall be true and correct in all material respects as of the date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letterincreased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to the terms hereof or any other Facility Documentincrease its Commitment.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18The Borrower may, from time to time on any Business Day prior to the date that is two (2) years after the Closing Commitment Termination Date, the Borrower may request one or more increases to increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (each such increaseeach, a “Facility IncreaseAmount Increase Request”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for or in such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period other form acceptable to the Administrative Agent); Agent at least five (B5) the Borrower shall have delivered Business Days prior to the Administrative Agent evidence desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; a Permitted Assignee (Cor additional Commitments for existing Lender(s) the Administrative Agent and each applicable Lender shall which have consented to such increase), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the Facility Increase in writing in their respective sole discretion; Amount shall not exceed $300,000,000 without the consent of all Lenders, (Dii) each any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and warranties of the Borrower contained in Article IV hereof (as the Facility Documents same may be amended from time to time) shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of, and with the consent of, an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted Eurodollar Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted Eurodollar Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.6 hereof. The Borrower agrees to promptly pay any reasonable expenses of the Administrative Agent Fee Letterand the affected Lender(s) relating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms hereof or any other (including pricing) as an Advance under the existing Facility DocumentAmount.

Increase in Facility Amount. The Borrower may, at any time after the Effective Date, deliver a written notice to the Facility Agent, each Agent and the Custodian (ax) So long as certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, from time to time prior to the date that is two (2y) years after the Closing Date, the Borrower may request requesting one or more increases to of the Facility Amount to an amount not to exceed $400,000,000 (each such increase, a the amount so requested being the “Increased Facility IncreaseAmount”). (b) Each . The Facility Increase Amount shall be subject so increased to the following conditions: Increased Facility Amount on the later of (ix) the second Business Day immediately following the receipt of such written notice by the Facility Amount following such Facility Increase will not exceed $150,000,000. Agent, the Custodian and each Agent and (Ay) the Borrower shall have delivered date on which any Lender agreeing to increase its Commitment, and any new lender or lenders selected by the Administrative Facility Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period and reasonably acceptable to the Administrative Borrower agreeing to join this Agreement as a Lender to provide new Commitments, have executed such documentation as the Facility Agent may reasonably require to evidence increased Commitments or new Commitments which, together with all other Commitments in effect at such date, equal in the aggregate the Increased Facility Amount. Any amendment may, with the consent of the Facility Agent); (B) , ▇▇▇▇▇▇▇▇ and the Borrower shall have delivered Lenders or prospective lenders agreeing to the Administrative Agent evidence that proposed increase(s), effect such amendments to this Agreement and the Borrower is authorized other Transaction Documents as may be necessary to agree effectuate the provisions of this Section 2.8 without the consent of any Lender not agreeing to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by increase its Commitment. Notwithstanding anything herein to the Administrative Agent; (C) the Administrative Agent and each applicable contrary, no Lender shall have consented any obligation to such Facility Increase in writing in their respective sole discretion; (D) each of the representations increase its Commitment and warranties of the Borrower contained in the Facility Documents no Lender’s Commitment shall be true and correct in all material respects as of the date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letterincreased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to the terms hereof or any other Facility Documentincrease its Commitment.

Increase in Facility Amount. (a) So long With the prior consent of the Agent, the Borrowers shall have the right at any time and from time to time during the term of this Agreement to request increases in the amount of the Term Facility (provided that after giving effect to any increases in the Term Facility pursuant to this Section, the aggregate amount of the Term Loan Commitments may not exceed $300,000,000.00) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Term Facility must be in a minimum amount of $10,000,000.00 and must not exceed an aggregate maximum amount of $135,000,000.00. (b) With the prior consent of the Agent, the Borrowers shall have the right at any time and from time to time during the term of this Agreement to request increases in the amount of the Revolving Facility (provided that after giving effect to any increases in the Revolving Facility pursuant to this Section, the aggregate amount of the Revolving Facility Commitments may not exceed $200,000,000.00) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Revolving Facility must be in an aggregate minimum amount of $10,000,000.00 and must not exceed an aggregate maximum amount of $115,000,000.00. (c) Notwithstanding the provisions of Section 11.5, no Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as no a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default has occurred shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by any Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and is continuing agreements as the Agent may reasonably request and subject to compliance with (b) the terms Borrowers shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of this Section 2.18, from time to time prior to such Lender’s Commitment within 2 Business Days of the date that is two (2) years after effectiveness of the Closing Date, applicable increase in the Borrower may request one or more increases to aggregate amount of Commitments. Any increase in the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase pursuant to this Section 2.15 shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence condition that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (E) on or prior to the date of such Facility Increase, the Borrower Borrowers shall have paid to the Administrative Agent: (A) , such fees as shall be due to Agent and/or the applicable upfront fee set forth in Lenders at such time under the Administrative Agent Fee Letter. The provisions of this Section 2.15 shall not constitute a “commitment” to lend, and (B) all other fees due the Commitments of the Lenders shall not be increased until satisfaction of the provisions of this Section 2.15 and owing actual increase of the Commitments as provided herein. The date an increase of the Commitments becomes effective pursuant to the terms hereof or any other Facility Documentthis Section 2.15 is referred to herein as an “Increase Effective Date.”

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred The Borrower may, at any time and is continuing and subject to compliance with the terms of this Section 2.18, from time to time prior to the date that is two (2) years after the Closing Commitment Termination Date, the Borrower may request one or more increases to increase the Facility Amount Amount, either through an increase in the Commitment of a particular Lender or addition of a new Lender, by delivering a request substantially in the form attached hereto as Exhibit F-1 (each such increaseeach, a “Facility IncreaseAmount Increase Request”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following or in such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered other form acceptable to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase at least 30 days (or such shorter period lesser number of days as is acceptable to the Administrative Agent); ) before the desired effective date of such increase (Bthe “Facility Amount Increase”) the Borrower shall have delivered to the Administrative Agent evidence identifying an additional Lender that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; a Permitted Assignee (Cor additional Commitments for existing Lender(s) the Administrative Agent and each applicable Lender shall which have consented to such Facility Increase in writing in their respective sole discretion; increase), and the amount of its Commitment (Dor additional amount of its Commitment(s)); provided, however, that (i) each any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (ii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Facility Amount Increase, (iii) all representations and warranties of the Borrower contained in Article IV hereof (as the Facility Documents same may be amended from time to time) shall be true and correct in all material respects at the time of such 750499896 22723957 request and on the effective date of such Facility Amount Increase, (iv) the Administrative Agent shall have provided its written consent to such increase, (v) each existing Lender that has agreed to increase its Commitment shall deliver to the Borrower a Facility Amount Increase Agreement substantially in the form attached hereto as Exhibit F-2 (each, a “Facility Amount Increase Agreement”), (vi) each new Lender shall satisfy the conditions set forth in Section 2.18(b), and (vii) any increase of the Facility Amount to an amount in excess of $450,000,000 will require the approval of the Required Lenders. The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall also be a condition to such effectiveness that the Borrower shall not have terminated any portion of the Facility Amount pursuant to Section 2.06 hereof. The Borrower agrees to pay any reasonable and documented expenses of the Administrative Agent relating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may in its sole and absolute discretion, unconditionally and without cause, decline to increase its Commitment. (b) In connection with any Facility Amount Increase other than in connection with a Facility Amount Increase Agreement, at the request of the Borrower, a Permitted Assignee may join this Agreement as a Lender and assume all rights and obligations of a Lender under this Agreement and the other Facility Documents, subject to the following conditions: (i) the Commitment of the new Lender shall be in addition to the Commitment of the existing Lenders in effect on the date of such new Lender’s entry into this Agreement and the Facility Increase Amount shall be increased in a corresponding amount; (except ii) such new Lender shall deliver to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such dateBorrower the applicable tax forms required by Section 16.03(g); and and (Eiii) on or prior to the date of such Facility Increase, new Lender and the Borrower shall have paid execute and deliver to the Administrative Agent: (A) the applicable upfront fee set forth Agent a Lender Joinder Agreement substantially in the Administrative Agent Fee Letterform of Exhibit F-3 (each, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Documenta “Lender Joinder Agreement”).

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18continuing, from time to time prior to the date that is two (2) years after the Closing Date, Commitment Termination Date the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to satisfaction of each of the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have has delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (Bii) the Borrower shall have has delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary requested opinions and other closing documents as are reasonably requested by in respect of the Administrative AgentBorrower; (Ciii) the Administrative Agent and each applicable Lender shall have consented consents to such Facility Increase in writing in their respective sole discretion; (Div) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the such date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (Ev) on or prior to the date of Facility Amount following such Facility Increase, Increase will not exceed $750,000,000 or such other amount as mutually agreed between the Borrower shall have paid to and the Administrative Agent: ; provided that the Facility Amount following such Facility Increase shall not exceed $500,000,000 unless the Diversity Score is at least 20. (Ab) the applicable upfront fee set forth in On any Business Day, the Administrative Agent Fee Letterand any Lender may, in their respective sole discretion and at the request of the Borrower, increase the Commitment of such Lender in the amount necessary to cure any breach of the Borrowing Base (BAggregate) all other fees due and owing pursuant to the terms hereof or resulting from a change in any other Facility DocumentApplicable Conversion Rate.

Increase in Facility Amount. (a) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, from time to time prior to the date that is two (2) years after the Closing ClosingFirst Amendment Effective Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (iA) the Facility Amount following such Facility Increase will not exceed $150,000,00075,000,000150,000,000. (AB) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth tenth (30th10th) day Business Day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (BC) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (CD) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (DE) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as of the date of such Facility Increase (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (EF) on or prior to the date of such Facility Increase, the Borrower shall have paid to the Administrative Agent: (A) the applicable upfront fee set forth in the Administrative Agent Fee Letter, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Document.

Increase in Facility Amount. The Borrower may, on any Business Day prior to the Commitment Termination Date, increase the Facility Amount by delivering a request substantially in the form attached hereto as Exhibit F (aeach, a “Facility Amount Increase Request”) So long as or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Facility Amount Increase”) identifying an additional Lender that is a Permitted Assignee (or additional Commitments for existing Lender(s)), and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the Facility Amount to an amount in excess of $750,000,000 will require the approval of all Lenders, (ii) any increase of the aggregate amount of the Facility Amount shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default has shall have occurred and is be continuing at the time of the request or the effective date of the Facility Amount Increase, (iv) all representations and subject to compliance with warranties contained in Article IV hereof (as the terms of this Section 2.18, same may be amended from time to time prior to the date that is two (2time) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the date of such proposed Facility Increase (or such shorter period acceptable to the Administrative Agent); (B) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct in all material respects as (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) at the time of such request and on the effective date of such Facility Amount Increase, and (v) unless such increase is increasing the Commitment of an existing Lender, the Administrative Agent shall have provided its written consent to such increase (which consent shall not be unreasonably withheld or delayed). The effective date of the Facility Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall make Advances in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of Advances. It shall be a condition to such effectiveness that (i) if any Advances are bearing interest at the Adjusted LIBOR Rate on the date of such effectiveness, such Advances shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 2.10 hereof, provided, however, that if a Facility Amount Increase is made among the existing Lenders and the amount of the increase in each such Lender’s Commitment is on a pro rata basis in accordance with the existing Commitments of such Lenders on the date of such Facility Increase (except Amount Increase, such Advances bearing interest at the Adjusted LIBOR Rate shall not be deemed to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made prepaid on such date); and date and (Eii) on or prior to the date of such Facility Increase, the Borrower shall not have paid terminated any portion of the Commitments pursuant to the Administrative Agent: (A) the applicable upfront fee set forth in Section 2.06 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent Fee Letterrelating to any Facility Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and (B) all other fees due each Lender may at its option, unconditionally and owing pursuant without cause, decline to increase its Commitment. For the avoidance of doubt, each Advance made under a Facility Amount Increase shall be subject to the same terms hereof or any other (including pricing) as Advances under the existing Facility DocumentAmount.

Increase in Facility Amount. (a) So The Borrowers shall have the right at any time and from time to time (a) prior to February 12, 2014, but only so long as the existing Term Loan Commitments have been fully utilized, and (b) during the period beginning on February 12, 2014 to but excluding the Termination Date to request increases in the amount of the Term Facility by requesting additional Term Loans (“Additional Term Loans”) (provided that after giving effect to any Additional Term Loans pursuant to this Section, the aggregate amount of the Revolving Loan Commitments and outstanding Term Loans of the Lenders may not exceed $1,000,000,000.00 less any reductions in the amount of the Revolving Loan Commitments under Section 2.11 and prepayments of the Term Loans) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Term Facility must be in a minimum amount of $25,000,000.00. (b) The Borrowers shall have the right at any time and from time to time during the term of this Agreement to request increases in the amount of the Revolving Facility (provided that after giving effect to any increases in the Revolving Facility pursuant to this Section, the aggregate amount of the Revolving Loan Commitments, unused and outstanding Term Loan Commitments and outstanding Term Loans of the Lenders may not exceed $1,000,000,000.00 less any reductions in the amount of the Revolving Loan Commitments under Section 2.11 and prepayments of the Term Loans) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Revolving Facility must be in an aggregate minimum amount of $25,000,000.00. (c) Notwithstanding the provisions of Section 11.5, no Lender shall be required to increase its Revolving Loan Commitment or make an Additional Term Loan, including by way of increasing the principal amount of its existing Term Loans, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender agrees to increase its Revolving Loan Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or increases its Revolving Loan Commitment, in the case of an existing Revolving Lender) (and as a condition thereto) purchase from the other Revolving Lenders its applicable Revolving Loan Commitment Percentage (or in the case of an existing Revolving Lender, the increase in the amount of its applicable Revolving Loan Commitment Percentage, in each case as determined after giving effect to the increase of Revolving Loan Commitments) of any outstanding Loans, by making available to the Agent for the account of such other Revolving Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Revolving Lender plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.3(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Revolving Loan Commitments may be effected, and no Additional Term Loans may be made, under this Section if (x) a Default or Event of Default has occurred and is continuing and subject to compliance with the terms of this Section 2.18, from time to time prior to the date that is two (2) years after the Closing Date, the Borrower may request one or more increases to the Facility Amount (each such increase, a “Facility Increase”). (b) Each Facility Increase shall be subject to in existence on the following conditions: (i) the Facility Amount following such Facility Increase will not exceed $150,000,000. (A) the Borrower shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a written request for such Facility Increase (which may be by email) not later than the thirtieth (30th) day prior to the effective date of such proposed Facility Increase increase or (y) any representation or warranty made or deemed made by any Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or such shorter period acceptable to the Administrative Agent); (Bwould not be) the Borrower shall have delivered to the Administrative Agent evidence that the Borrower is authorized to agree to such Facility Increase and all customary opinions and other closing documents as are reasonably requested by the Administrative Agent; (C) the Administrative Agent and each applicable Lender shall have consented to such Facility Increase in writing in their respective sole discretion; (D) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and or correct in all material respects as of on the effective date of such Facility Increase increase (except to the extent such for representations and or warranties which expressly relate solely to any an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date as if made on such date); and . In connection with any increase in the aggregate amount of the Revolving Loan Commitments or the making of Additional Term Loans pursuant to this subsection, (Ea) on any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrowers shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Revolving Loan Commitment or prior making Additional Term Loans, receives new or replacement Notes, as appropriate, in the amount of such Lender's Revolving Loan Commitment or reflecting such Additional Term Loans within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Revolving Loan Commitments or the making of Additional Term Loans. Any increase in the Facility Amount pursuant to this Section 2.15 shall be subject to the date of such Facility Increase, condition that the Borrower Borrowers shall have paid to the Administrative Agent: , such fees as shall be due to Agent and/or the Lenders at such time under the Fee Letter or as may be agreed-upon between the Borrower, on the one hand, and each new Lender and/or any existing Lender increasing its Revolving Loan Commitment or making Additional Term Loans, on the other hand. The provisions of this Section 2.15 shall not constitute a “commitment” to lend, and the Revolving Loan Commitments of the Lenders shall not be increased and no Additional Term Loans may be made until satisfaction of the provisions of this Section 2.15 and, in the case of an increase of the Revolving Loan Commitments, until the actual increase of the Revolving Loan Commitments as provided herein. The date an increase of the Revolving Loan Commitments or the making of Additional Term Loans, as applicable, becomes effective pursuant to this Section 2.15 is referred to herein as an “Increase Effective Date, ” with any such increase or making of Additional Term Loans being conditioned upon, as required by any such new Lender and/or existing Lender increasing its Revolving Loan Commitment or making Additional Term Loans, receipt of (A) a certificate from the applicable upfront fee Borrowers (1) certifying and attaching resolutions authorizing the increase in Revolving Loan Commitments and/or increase in the Term Facility, as applicable, and (2) confirming the conditions set forth in the Administrative Agent Fee Letter(x) and (y) above have been satisfied, and (B) all other fees due and owing pursuant to the terms hereof or any other Facility Documenta customary legal opinion from Borrower's counsel.