Common use of Increase in Total Commitments Clause in Contracts

Increase in Total Commitments. (a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders) and with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), the Borrowers may request additional increases in the Facility (any such increase in the Total Commitments shall be referred to as an “Upsize”); provided that: (i) the Loans under the Upsize shall for all purposes be Loans borrowed pursuant to the terms of this Credit Agreement and shall have the same terms as the existing Loans, (ii) the financial institutions providing such Upsize shall be reasonably acceptable to the Administrative Agent and the Borrowers (but shall not in any event include an Ineligible Assignee), (iii) (x) immediately after giving effect to the first Upsize (the “Initial Upsize”), which for the avoidance of doubt, shall occur on the Phase 2 Closing Date, the Total Commitments do not exceed $925,000,000 and (y) immediately after giving effect to the second Upsize (the “Subsequent Upsize”) or any further Upsize, the Total Commitments do not exceed $1,110,000,000, (iv) (x) immediately after giving effect to such Upsize, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect and (y) the Borrowers shall have delivered to the Administrative Agent and the Lenders a Valuation Report confirming that clause (x) will be satisfied, (v) both immediately before and after giving effect to such Upsize, no Default or Event of Default shall have occurred and be continuing, (vi) immediately after giving effect to such Upsize (and the designation of any proceeds of the Upsize deposited in the applicable Borrower’s Collection Account as part of the Cash Reserve Amount), the Cash Reserve Amount shall not be less than the Cash Reserve Required Amount, and (vii) in the case of each Upsize, the Borrowers shall have received additional assets from LGE or its Affiliates (other than any other Borrower or Guarantor), if any, as may be necessary for the aggregate fair market value (as reasonably determined by the Borrower using the same methodology as the most recently-delivered Valuation Report) of the aggregate assets of the Borrowers to be at least equal to (x) the sum of the (i) the total outstanding principal amount of the Loans issued prior to the applicable Upsize and (ii) the amount of such Upsize divided by (y) the Maximum LTV Percentage that will be in effect immediately after giving effect to such Upsize. Each Lender shall have the right for a period of 10 days following receipt of such notice, to elect by written notice to Borrowers and Administrative Agent to provide its pro rata share of such requested Upsize. Any Lender who fails to respond to any such request shall be deemed to have elected to not participate in any such Upsize. No Lender (or any successor thereto) shall have any obligation to make any Upsize, and any decision by a Lender to make an Upsize shall be made in its sole discretion independently from any other Lender. (b) If the Commitments are increased in accordance with this Section 2.18, the Administrative Agent and the Borrowers shall, collectively, determine the effective date (the “Upsize Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Upsize Effective Date. (c) As a condition precedent to such increase, in addition to any deliveries pursuant to Section 2.18(a), the Borrowers shall deliver (or cause to be delivered) to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent (x) a certificate of the Secretary, Assistant Secretary or other appropriate officer (or manager in the case of limited liability companies) acceptable to the Administrative Agent, of each Borrower dated as of the Upsize Effective Date (i) certifying and attaching the resolutions adopted by the Board of Managers (or equivalent body) of such Borrower approving or consenting to such increase, and (ii) certifying that (A) immediately before and after giving effect to such increase, the representations and warranties contained in Article 3 hereof and the other Fundamental Documents are true and correct in all material respects on and as of the Upsize Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (B) immediately before and after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing, and (C) immediately after giving effect to such increase, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect, (y) such opinions of counsel for Borrower with respect to the Upsize as the Administrative Agent may reasonably request, and (z) any other documents reasonably requested by Administrative Agent in connection with any such transaction. (d) Other than the Initial Upsize, each Upsize shall be effected by a joinder agreement (the “Upsize Joinder”) executed by the Borrowers, the Administrative Agent and each Lender providing the Upsize, in form and substance satisfactory to each such Person and setting forth the agreement of each Lender providing the Upsize to become a party to this Credit Agreement and to be bound by all the terms and provisions hereof. The Upsize Joinder may, without the consent of any of the other Lenders, effect such amendments to this Credit Agreement and the other Fundamental Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.18.

Increase in Total Commitments. (a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders) and with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), the Borrowers may request additional increases in the Facility (any such increase in the Total Commitments shall be referred to as an “Upsize”); provided that: (i) the Loans under the Upsize shall for all purposes be Loans borrowed pursuant to the terms of this Credit Agreement and shall have the same terms as the existing Loans, (ii) the financial institutions providing such Upsize shall be reasonably acceptable to the Administrative Agent and the Borrowers (but shall not in any event include an Ineligible Assignee), (iii) (x) immediately after giving effect to the first Upsize (the “Initial Upsize”), which for the avoidance of doubt, shall occur on the Phase 2 Closing Date, the Total Commitments do not exceed $925,000,000 and (y) immediately after giving effect to the second Upsize (the “Subsequent Upsize”) or any further Upsize, the Total Commitments do not exceed $1,110,000,000, (iv) (x) immediately after giving effect to such Upsize, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect and (y) the Borrowers shall have delivered to the Administrative Agent and the Lenders a Valuation Report confirming that clause (x) will be satisfied, (v) both immediately before and after giving effect to such Upsize, no Default or Event of Default shall have occurred and be continuing, (vi) immediately after giving effect to such Upsize (and the designation of any proceeds of the Upsize deposited in the applicable Borrower’s Collection Account as part of the Cash Reserve Amount), the Cash Reserve Amount shall not be less than the Cash Reserve Required Amount, and (vii) in the case of each Upsize, the Borrowers shall have received additional assets from LGE or its Affiliates (other than any other Borrower or Guarantor), if any, as may be necessary for the aggregate fair market value (as reasonably determined by the Borrower using the same methodology as the most recently-delivered Valuation Report) of the aggregate assets of the Borrowers to be at least equal to (x) the sum of the (i) the total outstanding principal amount of the Loans issued prior to the applicable Upsize and (ii) the amount of such Upsize divided by (y) the Maximum LTV Percentage that will be in effect immediately after giving effect to such Upsize. Each Lender shall have the right for a period of 10 days following receipt of such notice, to elect by written notice to Borrowers and Administrative Agent to provide its pro rata share of such requested Upsize. Any Lender who fails to respond to any such request shall be deemed to have elected to not participate in any such Upsize. No Lender (or any successor thereto) shall have any obligation to make any Upsize, and any decision by a Lender to make an Upsize shall be made in its sole discretion independently from any other Lender. (b) If the Commitments are increased in accordance with this Section 2.18, the Administrative Agent and the Borrowers shall, collectively, determine the effective date (the “Upsize Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Upsize Effective Date. (c) As a condition precedent to such increase, in addition to any deliveries pursuant to Section 2.18(a), the Borrowers shall deliver (or cause to be delivered) to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent (x) a certificate of the Secretary, Assistant Secretary or other appropriate officer (or manager in the case of limited liability companies) acceptable to the Administrative Agent, of each Borrower dated as of the Upsize Effective Date (i) certifying and attaching the resolutions adopted by the Board of Managers (or equivalent body) of such Borrower approving or consenting to such increase, and (ii) certifying that (A) immediately before and after giving effect to such increase, the representations and warranties contained in Article 3 hereof and the other Fundamental Documents are true and correct in all material respects on and as of the Upsize Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (B) immediately before and after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing, and (C) immediately after giving effect to such increase, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect, (y) such opinions of counsel for Borrower with respect to the Upsize as the Administrative Agent may reasonably request, and (z) any other documents reasonably requested by Administrative Agent in connection with any such transaction. (d) Other than the Initial Upsize, each Each Upsize shall be effected by a joinder agreement (the “Upsize Joinder”) executed by the Borrowers, the Administrative Agent and each Lender providing the Upsize, in form and substance satisfactory to each such Person and setting forth the agreement of each Lender providing the Upsize to become a party to this Credit Agreement and to be bound by all the terms and provisions hereof. The Upsize Joinder may, without the consent of any of the other Lenders, effect such amendments to this Credit Agreement and the other Fundamental Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.18.

Increase in Total Commitments. (a) Upon notice So long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right at any time, and from time to time, to request an increase of the Total Commitments to an amount not to exceed $100,000,000. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent Agent, in consultation with the Lead Borrower, will use its reasonable efforts to arrange for other Persons to become a Lender hereunder (and the Lead Borrower may suggest such other Persons to become Lenders hereunder) and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrowers, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, the Issuing Bank and the Lead Borrower (which approval shall promptly notify the Lendersnot be unreasonably withheld), and (iii) and with without the consent of the Administrative Agent (which consent Agent, at no time shall not the Commitment of any Additional Commitment Lender be unreasonably withheld or delayed), the Borrowers may request additional increases in the Facility (any such increase in the Total Commitments less than $10,000,000. Each Commitment Increase shall be referred to as an “Upsize”); provided thatin a minimum aggregate amount of at least $10,000,000 and in integral multiples of $5,000,000 in excess thereof. (b) No Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (i) The Borrowers, the Loans under the Upsize Administrative Agent, and any Additional Commitment Lender shall for all purposes be Loans borrowed pursuant have executed and delivered a joinder to the terms of this Credit Agreement and shall have the same terms Loan Documents in such form as the existing Loans,Administrative Agent shall reasonably require; (ii) The Borrowers shall have paid such fees and other compensation to the financial institutions providing Additional Commitment Lenders as the Lead Borrower and such Upsize Additional Commitment Lenders shall be reasonably acceptable agree; (iii) The Borrowers shall have paid such arrangement fees to the Administrative Agent as the Lead Borrower and the Borrowers (but shall not in any event include an Ineligible Assignee), (iii) (x) immediately after giving effect to the first Upsize (the “Initial Upsize”), which for the avoidance of doubt, shall occur on the Phase 2 Closing Date, the Total Commitments do not exceed $925,000,000 and (y) immediately after giving effect to the second Upsize (the “Subsequent Upsize”) or any further Upsize, the Total Commitments do not exceed $1,110,000,000,Administrative Agent may agree; (iv) (x) immediately after giving effect to such Upsize, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect and (y) the The Borrowers shall have delivered deliver to the Administrative Agent and the Lenders a Valuation Report confirming that clause (x) will be satisfied,an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date; (v) both immediately before A Note will be issued at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of Section 2.9 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; and (vi) The Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested, including, without limitation, in the case of an Additional Commitment Lender which is a Foreign Lender, such documents as are set forth in Section 2.27 to evidence an exemption from withholding tax with respect to payments made to such Additional Commitment Lender. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments (including, without limitation, Section 2.1(a)(i)). (d) In connection with Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to such Upsize, no Default or Event of Default shall have occurred and be continuing, (vi) immediately after giving effect to such Upsize (and the designation of any proceeds of the Upsize deposited increase in the applicable Borrower’s Collection Account as part of the Cash Reserve AmountTotal Commitments pursuant to this Section 2.2), the Cash Reserve Amount shall not be less than the Cash Reserve Required Amount, and (vii) in the case of each Upsize, the Borrowers shall have received additional assets from LGE or its Affiliates (other than any other Borrower or Guarantor), if any, as may be necessary for the aggregate fair market value (as reasonably determined by the Borrower using the same methodology as the most recently-delivered Valuation Report) of the aggregate assets of the Borrowers to be at least equal to (x) the sum of the (i) the total outstanding principal amount of the Loans issued prior to the applicable Upsize and (ii) the amount Borrowers shall pay to the Lenders any costs of such Upsize divided by the type referred to in Section 2.20 in connection with any repayment and/or Loans required pursuant to preceding clause (y) i). Without limiting the Maximum LTV Percentage that will be Obligations of the Borrowers provided for in effect immediately after giving effect to such Upsize. Each Lender shall have the right for a period of 10 days following receipt of such notice, to elect by written notice to Borrowers and Administrative Agent to provide its pro rata share of such requested Upsize. Any Lender who fails to respond to any such request shall be deemed to have elected to not participate in any such Upsize. No Lender (or any successor thereto) shall have any obligation to make any Upsize, and any decision by a Lender to make an Upsize shall be made in its sole discretion independently from any other Lender. (b) If the Commitments are increased in accordance with this Section 2.182.2, the Administrative Agent and the Borrowers shall, collectively, determine Lenders agree that they will use their best efforts to attempt to minimize the effective date (the “Upsize Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Lenders costs of the final allocation of such increase and the Upsize Effective Date. (c) As a condition precedent type referred to such increase, in addition to any deliveries pursuant to Section 2.18(a), 2.20 which the Borrowers shall deliver (or cause to be delivered) to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent (x) a certificate of the Secretary, Assistant Secretary or other appropriate officer (or manager in the case of limited liability companies) acceptable to the Administrative Agent, of each Borrower dated as of the Upsize Effective Date (i) certifying and attaching the resolutions adopted by the Board of Managers (or equivalent body) of such Borrower approving or consenting to such increase, and (ii) certifying that (A) immediately before and after giving effect to such increase, the representations and warranties contained in Article 3 hereof and the other Fundamental Documents are true and correct in all material respects on and as of the Upsize Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (B) immediately before and after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing, and (C) immediately after giving effect to such increase, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect, (y) such opinions of counsel for Borrower with respect to the Upsize as the Administrative Agent may reasonably request, and (z) any other documents reasonably requested by Administrative Agent would otherwise occur in connection with any such transaction. (d) Other than the Initial Upsize, each Upsize shall be effected by a joinder agreement (the “Upsize Joinder”) executed by the Borrowers, the Administrative Agent and each Lender providing the Upsize, in form and substance satisfactory to each such Person and setting forth the agreement implementation of each Lender providing the Upsize to become a party to this Credit Agreement and to be bound by all the terms and provisions hereof. The Upsize Joinder may, without the consent of any of the other Lenders, effect such amendments to this Credit Agreement and the other Fundamental Documents as may be necessary or appropriate, an increase in the opinion of the Administrative Agent, to effect the provisions of this Section 2.18Total Commitments.

Increase in Total Commitments. (a) Upon “From and after the FourthFifth Amendment Effective Date, so long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right, from time to time, to request an increase of the Total Commitments by an aggregate amount (for all such requests) not exceeding (i) the greater of (a) $150,000,000250,000,000 and (b) the excess of the Borrowing Base at such time over the sum of the then-effective Total Commitments at such time, plus (ii) an amount equal to the amount of the Commitment of any Defaulting Lender whose Commitment has been terminated but who was not replaced by another Lender or other financial institution at the time of such termination, as adjusted to reflect any pro rata decrease in the Total Commitments pursuant to Section 2.17 hereof which occurred after such termination (the ​ ​ ​ foregoing, individually, an “Increase Option”, and collectively, the “Increase Options”). Any such request with respect to an Increase Option shall be first made to all existing Lenders on a pro rata basis. At the time of sending such request, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (b) Each Lender shall notify the Administrative Agent (which within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its pro rata share of such requested increase. Any Lender not responding within such time period shall promptly notify be deemed to have declined to increase its Commitment. To the Lenders) and extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent, in consultation with the consent Lead Borrower, will use its commercially reasonable efforts to arrange for other Persons to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such increase, individually, a “Commitment Increase”, and collectively, the “Commitment Increases”; each Person issuing, or Lender increasing, its Commitment in accordance with the terms of this clause (b), individually, an “Additional Commitment Lender”, and collectively, the “Additional Commitment Lenders”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrowers, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent Agent, the Lead Issuing Bank and the Lead Borrower (which consent approval shall not be unreasonably withheld or delayed), the Borrowers may request additional increases in the Facility and (any such increase in the Total Commitments iii) each Commitment Increase shall be referred to as in integral multiples of $1,000,000.00, provided that without the consent of the Administrative Agent (in consultation with the Lead Borrower), at no time shall the Commitment of any Additional Commitment Lender which is not an “Upsize”); provided thatexisting Lender be less than $10,000,000.00. (c) No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied: (i) If an Additional Commitment Lender is not an existing Lender, the Loans under Borrowers, the Upsize Administrative Agent, and any Additional Commitment Lender shall for all purposes be Loans borrowed pursuant have executed and delivered a joinder to the terms of this Credit Agreement and shall have the same terms Loan Documents in such form as the existing Loans,Administrative Agent shall reasonably require; (ii) the financial institutions providing The Borrowers shall have paid such Upsize shall be reasonably acceptable arrangement fees to the Administrative Agent or its Affiliates as the Lead Borrower and the Borrowers (but shall not in any event include an Ineligible Assignee),Administrative Agent may agree; (iii) (x) immediately after giving effect to the first Upsize (the “Initial Upsize”), which for the avoidance of doubt, shall occur on the Phase 2 Closing Date, the Total Commitments do not exceed $925,000,000 and (y) immediately after giving effect to the second Upsize (the “Subsequent Upsize”) or any further Upsize, the Total Commitments do not exceed $1,110,000,000, (iv) (x) immediately after giving effect to such Upsize, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect and (y) the The Borrowers shall have delivered deliver to the Administrative Agent and the Lenders certificates of the Secretary or Assistant Secretary of each Borrower attaching a Valuation Report confirming true, complete and correct copy of the resolutions of such Borrower authorizing the borrowing under such Commitment Increase and certifying that clause such resolution is in full force and effect, it being understood and agreed that such resolutions may be adopted at ​ ​ ​ any time and provide for borrowings under Commitment Increases from time to time requested; (xiv) A Note will be satisfied,issued at the Borrowers’ expense, to each such Additional Commitment Lender that requests a Note, to be in conformity with requirements of Section 2.9 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; (v) both immediately before and after giving effect to such Upsize, no No Default or Event of Default shall have occurred and be continuing,exist at the time of, or arise from, any Commitment Increase; and (vi) immediately The Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested, including, without limitation, in the case of an Additional Commitment Lender which is a Foreign Lender, such documents as are set forth in Section 2.28 hereof to evidence an exemption from withholding tax with respect to payments made to such Additional Commitment Lender. (d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments. (e) In connection with Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to such Upsize (and the designation of any proceeds of the Upsize deposited increase in the applicable Borrower’s Collection Account as part of the Cash Reserve AmountTotal Commitments pursuant to this Section 2.2), the Cash Reserve Amount shall not be less than the Cash Reserve Required Amount, and (vii) in the case of each Upsize, the Borrowers shall have received additional assets from LGE or its Affiliates (other than any other Borrower or Guarantor), if any, as may be necessary for the aggregate fair market value (as reasonably determined by the Borrower using the same methodology as the most recently-delivered Valuation Report) of the aggregate assets of the Borrowers to be at least equal to (x) the sum of the (i) the total outstanding principal amount of the Loans issued prior to the applicable Upsize and (ii) the amount Borrowers shall pay to the Lenders any Breakage Costs in connection with any repayment and/or Loans required pursuant to preceding clause (i). Without limiting the Obligations of such Upsize divided by (y) the Maximum LTV Percentage that will be Borrowers provided for in effect immediately after giving effect to such Upsize. Each Lender shall have the right for a period of 10 days following receipt of such notice, to elect by written notice to Borrowers and Administrative Agent to provide its pro rata share of such requested Upsize. Any Lender who fails to respond to any such request shall be deemed to have elected to not participate in any such Upsize. No Lender (or any successor thereto) shall have any obligation to make any Upsize, and any decision by a Lender to make an Upsize shall be made in its sole discretion independently from any other Lender. (b) If the Commitments are increased in accordance with this Section 2.182.2, the Administrative Agent and the Borrowers shall, collectively, determine the effective date (the “Upsize Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Upsize Effective Date. (c) As a condition precedent agree that they will use their best efforts to such increase, in addition attempt to minimize any deliveries pursuant to Section 2.18(a), Breakage Costs which the Borrowers shall deliver (or cause to be delivered) to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent (x) a certificate of the Secretary, Assistant Secretary or other appropriate officer (or manager in the case of limited liability companies) acceptable to the Administrative Agent, of each Borrower dated as of the Upsize Effective Date (i) certifying and attaching the resolutions adopted by the Board of Managers (or equivalent body) of such Borrower approving or consenting to such increase, and (ii) certifying that (A) immediately before and after giving effect to such increase, the representations and warranties contained in Article 3 hereof and the other Fundamental Documents are true and correct in all material respects on and as of the Upsize Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (B) immediately before and after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing, and (C) immediately after giving effect to such increase, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect, (y) such opinions of counsel for Borrower with respect to the Upsize as the Administrative Agent may reasonably request, and (z) any other documents reasonably requested by Administrative Agent would otherwise incur in connection with any such transaction. (d) Other than the Initial Upsize, each Upsize shall be effected by a joinder agreement (the “Upsize Joinder”) executed by the Borrowers, the Administrative Agent and each Lender providing the Upsize, in form and substance satisfactory to each such Person and setting forth the agreement implementation of each Lender providing the Upsize to become a party to this Credit Agreement and to be bound by all the terms and provisions hereof. The Upsize Joinder may, without the consent of any of the other Lenders, effect such amendments to this Credit Agreement and the other Fundamental Documents as may be necessary or appropriate, an increase in the opinion of the Administrative Agent, to effect the provisions of this Section 2.18Total Commitments.

Increase in Total Commitments. 2.2.1 The Borrower may, on one or more occasion after the date hereof, increase the Total Commitments provided that the Agent is satisfied that the following conditions have been met: (a) Upon notice the Increase Date occurs on or before the first Utilisation Date under the Facility for a Fixed Rate Loan; (b) no Relevant Default has occurred and is continuing; (c) the Borrower has identified additional lender(s) (each, a “Prospective Increase Lender”) to take on the additional Commitments, and each such Prospective Increase Lenders will either be (i) an existing Lender or (ii) contemporaneously with the relevant Increase Date will become a Lender in accordance with Clause 16.2 (Change of Lender) of the Proceeds Deed and on such date will execute and deliver to the Administrative Security Trustee and the Guarantor a Proceeds Deed Accession Undertaking in accordance with the terms of the Proceeds Deed; (d) all “know your customer” information requested by the Agent on behalf of any Finance Party (which such Finance Party actually requires in connection with any Prospective Increase Lender becoming a “Lender” for the purposes of the Transaction Documents in accordance with Clause 2.2.1(c)) has been provided to the satisfaction of such Finance Party; (e) none of the Joint Lead Arrangers is of the opinion, acting reasonably, that such increase in the Commitments would be prejudicial to its efforts to syndicate the Facility; and (f) if, pursuant to the Increase Notice, the Borrower has requested that the maximum permitted number of Unidentified Aircraft under the Facility be increased, that all of the Lenders have agreed to such increase. 2.2.2 If the Borrower wishes to exercise its right pursuant to Clause 2.2.1, it shall provide to the Agent a duly completed Increase Notice, signed by an officer of the Borrower and completing the information set out therein, which such notice shall specify a proposed Increase Date falling no earlier than ten (10) Business Days after the date of service of such notice (or such other date as the Agent (which shall promptly notify acting on the instructions of all of the Lenders) and with the consent may agree to). 2.2.3 If all of the Administrative conditions to an increase in the Commitments listed in Clause 2.2.1 are satisfied, then on the proposed Increase Date specified in the Increase Notice, or on such other date as agreed between the Borrower and the Agent (which consent shall not be unreasonably withheld or delayedacting on the instructions of all the Lenders), the Borrowers may request additional increases Agent will accept such increase in the Facility Commitments by countersigning the Increase Notice, whereupon the Total Commitments will automatically increase by the aggregate of the amounts set forth in Clause 2(b) of the relevant Increase Notice and the Commitment of each Prospective Increase Lender will increase by the amount set forth opposite the name of such Prospective Increase Lender in Clause 2(b) of the relevant Increase Notice. For the avoidance of doubt, each Lender hereby directs the Agent (acting on their behalf), in accordance with Clause 1.2 (Instructions) of Schedule 8 (The Finance Parties), to countersign any Increase Notice provided that all of the conditions to the increase in the Commitments attributable to such Increase Notice, as set out in Clause 2.2.1, have been satisfied. 2.2.4 The Borrower will pay all out of pocket costs, fees and expenses (including reasonable, or in case of the Agent and the Security Trustee properly incurred, legal fees) incurred by the Finance Parties in connection with the implementation of any increase in the Total Commitments shall be referred to as an “Upsize”); provided that: (i) the Loans under the Upsize shall for all purposes be Loans borrowed pursuant to the terms of contemplated by this Credit Agreement and shall have the same terms as the existing Loans, (ii) the financial institutions providing such Upsize shall be reasonably acceptable to the Administrative Agent and the Borrowers (but shall not in any event include an Ineligible Assignee), (iii) (x) immediately after giving effect to the first Upsize (the “Initial Upsize”), which for the avoidance of doubt, shall occur on the Phase 2 Closing Date, the Total Commitments do not exceed $925,000,000 and (y) immediately after giving effect to the second Upsize (the “Subsequent Upsize”) or any further Upsize, the Total Commitments do not exceed $1,110,000,000, (iv) (x) immediately after giving effect to such Upsize, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect and (y) the Borrowers shall have delivered to the Administrative Agent and the Lenders a Valuation Report confirming that clause (x) will be satisfied, (v) both immediately before and after giving effect to such Upsize, no Default or Event of Default shall have occurred and be continuing, (vi) immediately after giving effect to such Upsize (and the designation of any proceeds of the Upsize deposited in the applicable Borrower’s Collection Account as part of the Cash Reserve Amount), the Cash Reserve Amount shall not be less than the Cash Reserve Required Amount, and (vii) in the case of each Upsize, the Borrowers shall have received additional assets from LGE or its Affiliates (other than any other Borrower or Guarantor), if any, as may be necessary for the aggregate fair market value (as reasonably determined by the Borrower using the same methodology as the most recently-delivered Valuation Report) of the aggregate assets of the Borrowers to be at least equal to (x) the sum of the (i) the total outstanding principal amount of the Loans issued prior to the applicable Upsize and (ii) the amount of such Upsize divided by (y) the Maximum LTV Percentage that will be in effect immediately after giving effect to such Upsize. Each Lender shall have the right for a period of 10 days following receipt of such notice, to elect by written notice to Borrowers and Administrative Agent to provide its pro rata share of such requested Upsize. Any Lender who fails to respond to any such request shall be deemed to have elected to not participate in any such Upsize. No Lender (or any successor thereto) shall have any obligation to make any Upsize, and any decision by a Lender to make an Upsize shall be made in its sole discretion independently from any other LenderClause 2.2. (b) If the Commitments are increased in accordance with this Section 2.18, the Administrative Agent and the Borrowers shall, collectively, determine the effective date (the “Upsize Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Upsize Effective Date. (c) As a condition precedent to such increase, in addition to any deliveries pursuant to Section 2.18(a), the Borrowers shall deliver (or cause to be delivered) to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent (x) a certificate of the Secretary, Assistant Secretary or other appropriate officer (or manager in the case of limited liability companies) acceptable to the Administrative Agent, of each Borrower dated as of the Upsize Effective Date (i) certifying and attaching the resolutions adopted by the Board of Managers (or equivalent body) of such Borrower approving or consenting to such increase, and (ii) certifying that (A) immediately before and after giving effect to such increase, the representations and warranties contained in Article 3 hereof and the other Fundamental Documents are true and correct in all material respects on and as of the Upsize Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (B) immediately before and after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing, and (C) immediately after giving effect to such increase, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect, (y) such opinions of counsel for Borrower with respect to the Upsize as the Administrative Agent may reasonably request, and (z) any other documents reasonably requested by Administrative Agent in connection with any such transaction. (d) Other than the Initial Upsize, each Upsize shall be effected by a joinder agreement (the “Upsize Joinder”) executed by the Borrowers, the Administrative Agent and each Lender providing the Upsize, in form and substance satisfactory to each such Person and setting forth the agreement of each Lender providing the Upsize to become a party to this Credit Agreement and to be bound by all the terms and provisions hereof. The Upsize Joinder may, without the consent of any of the other Lenders, effect such amendments to this Credit Agreement and the other Fundamental Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.18.

Increase in Total Commitments. (a) Upon From and after the Fifth Amendment Effective Date, so long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right, from time to time, to request an increase of the Total Commitments by an aggregate amount (for all such requests) not exceeding (i) the greater of (a) $250,000,000 and (b) the excess of the Borrowing Base at such time over the sum of the then-effective Total Commitments at such time, plus (ii) an amount equal to the amount of the Commitment of any Defaulting Lender whose Commitment has been terminated but who was not replaced by another Lender or other financial institution at the time of such termination, as adjusted to reflect any pro rata decrease in the Total Commitments pursuant to Section 2.17 hereof which occurred after such termination (the foregoing, individually, an “Increase Option”, and collectively, the “Increase Options”). Any such request with respect to an Increase Option shall be first made to all existing Lenders on a pro rata basis. At the time of sending such request, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to ​ respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). ​ (b) Each Lender shall notify the Administrative Agent (which within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its pro rata share of such requested increase. Any Lender not responding within such time period shall promptly notify be deemed to have declined to increase its Commitment. To the Lenders) and extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent, in consultation with the consent Lead Borrower, will use its commercially reasonable efforts to arrange for other Persons to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such increase, individually, a “Commitment Increase”, and collectively, the “Commitment Increases”; each Person issuing, or Lender increasing, its Commitment in accordance with the terms of this clause (b), individually, an “Additional Commitment Lender”, and collectively, the “Additional Commitment Lenders”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrowers, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent Agent, the Lead Issuing Bank and the Lead Borrower (which consent approval shall not be unreasonably withheld or delayed), the Borrowers may request additional increases in the Facility and (any such increase in the Total Commitments iii) each Commitment Increase shall be referred to as in integral multiples of $1,000,000.00, provided that without the consent of the Administrative Agent (in consultation with the Lead Borrower), at no time shall the Commitment of any Additional Commitment Lender which is not an “Upsize”); provided that:existing Lender be less than $10,000,000.00. ​ (c) No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied: ​ (i) If an Additional Commitment Lender is not an existing Lender, the Loans under Borrowers, the Upsize Administrative Agent, and any Additional Commitment Lender shall for all purposes be Loans borrowed pursuant have executed and delivered a joinder to the terms of this Credit Agreement and shall have the same terms Loan Documents in such form as the existing Loans,Administrative Agent shall reasonably require; ​ (ii) the financial institutions providing The Borrowers shall have paid such Upsize shall be reasonably acceptable arrangement fees to the Administrative Agent or its Affiliates as the Lead Borrower and the Borrowers (but shall not in any event include an Ineligible Assignee),Administrative Agent may agree; ​ (iii) (x) immediately after giving effect to the first Upsize (the “Initial Upsize”), which for the avoidance of doubt, shall occur on the Phase 2 Closing Date, the Total Commitments do not exceed $925,000,000 and (y) immediately after giving effect to the second Upsize (the “Subsequent Upsize”) or any further Upsize, the Total Commitments do not exceed $1,110,000,000, (iv) (x) immediately after giving effect to such Upsize, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect and (y) the The Borrowers shall have delivered deliver to the Administrative Agent and the Lenders certificates of the Secretary or Assistant Secretary of each Borrower attaching a Valuation Report confirming true, complete and correct copy of the resolutions of such Borrower authorizing the borrowing under such Commitment Increase and certifying that clause such resolution is in full force and effect, it being understood and agreed that such resolutions may be adopted at any time and provide for borrowings under Commitment Increases from time to time requested; ​ (xiv) A Note will be satisfied,issued at the Borrowers’ expense, to each such Additional Commitment Lender that requests a Note, to be in conformity with requirements of Section 2.9 hereof (with ​ appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; (v) both immediately before and after giving effect to such Upsize, no No Default or Event of Default shall have occurred and be continuing,exist at the time of, or arise from, any Commitment Increase; and (vi) immediately The Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested, including, without limitation, in the case of an Additional Commitment Lender which is a Foreign Lender, such documents as are set forth in Section 2.28 hereof to evidence an exemption from withholding tax with respect to payments made to such Additional Commitment Lender. (d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments. (e) In connection with Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to such Upsize (and the designation of any proceeds of the Upsize deposited increase in the applicable Borrower’s Collection Account as part of the Cash Reserve AmountTotal Commitments pursuant to this Section 2.2), the Cash Reserve Amount shall not be less than the Cash Reserve Required Amount, and (vii) in the case of each Upsize, the Borrowers shall have received additional assets from LGE or its Affiliates (other than any other Borrower or Guarantor), if any, as may be necessary for the aggregate fair market value (as reasonably determined by the Borrower using the same methodology as the most recently-delivered Valuation Report) of the aggregate assets of the Borrowers to be at least equal to (x) the sum of the (i) the total outstanding principal amount of the Loans issued prior to the applicable Upsize and (ii) the amount Borrowers shall pay to the Lenders any Breakage Costs in connection with any repayment and/or Loans required pursuant to preceding clause (i). Without limiting the Obligations of such Upsize divided by (y) the Maximum LTV Percentage that will be Borrowers provided for in effect immediately after giving effect to such Upsize. Each Lender shall have the right for a period of 10 days following receipt of such notice, to elect by written notice to Borrowers and Administrative Agent to provide its pro rata share of such requested Upsize. Any Lender who fails to respond to any such request shall be deemed to have elected to not participate in any such Upsize. No Lender (or any successor thereto) shall have any obligation to make any Upsize, and any decision by a Lender to make an Upsize shall be made in its sole discretion independently from any other Lender. (b) If the Commitments are increased in accordance with this Section 2.182.2, the Administrative Agent and the Borrowers shall, collectively, determine the effective date (the “Upsize Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Upsize Effective Date. (c) As a condition precedent agree that they will use their best efforts to such increase, in addition attempt to minimize any deliveries pursuant to Section 2.18(a), Breakage Costs which the Borrowers shall deliver (or cause to be delivered) to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent (x) a certificate of the Secretary, Assistant Secretary or other appropriate officer (or manager in the case of limited liability companies) acceptable to the Administrative Agent, of each Borrower dated as of the Upsize Effective Date (i) certifying and attaching the resolutions adopted by the Board of Managers (or equivalent body) of such Borrower approving or consenting to such increase, and (ii) certifying that (A) immediately before and after giving effect to such increase, the representations and warranties contained in Article 3 hereof and the other Fundamental Documents are true and correct in all material respects on and as of the Upsize Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (B) immediately before and after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing, and (C) immediately after giving effect to such increase, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect, (y) such opinions of counsel for Borrower with respect to the Upsize as the Administrative Agent may reasonably request, and (z) any other documents reasonably requested by Administrative Agent would otherwise incur in connection with any such transaction. (d) Other than the Initial Upsize, each Upsize shall be effected by a joinder agreement (the “Upsize Joinder”) executed by the Borrowers, the Administrative Agent and each Lender providing the Upsize, in form and substance satisfactory to each such Person and setting forth the agreement implementation of each Lender providing the Upsize to become a party to this Credit Agreement and to be bound by all the terms and provisions hereof. The Upsize Joinder may, without the consent of any of the other Lenders, effect such amendments to this Credit Agreement and the other Fundamental Documents as may be necessary or appropriate, an increase in the opinion of the Administrative Agent, to effect the provisions of this Section 2.18Total Commitments.

Increase in Total Commitments. (a) Upon So long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right, from time to time, to request an increase of the Total Commitments by an aggregate amount (for all such requests) not exceeding (i) $150,000,000the greater of (a) $250,000,000 and (b) the excess of the Borrowing Base at such time over the sum of the then-effective Total Commitments at such time, plus (ii) an amount equal to the amount of the Commitment of any Defaulting Lender whose Commitment has been terminated but who was not replaced by another Lender or other financial institution at the time of such termination, as adjusted to reflect any pro rata decrease in the Total Commitments pursuant to Section 2.17 hereof which occurred after such termination (the foregoing, individually, an “Increase Option”, and collectively, the “Increase Options”). Any such request with respect to an Increase Option shall be first made to all existing Lenders on a pro rata basis. At the time of sending such request, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). (b) Each Lender shall notify the Administrative Agent (which within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its pro rata share of such requested increase. Any Lender not responding within such time period shall promptly notify be deemed to have declined to increase its Commitment. To the Lenders) and extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent, in consultation with the consent Lead Borrower, will use its commercially reasonable efforts to arrange for other Persons to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such increase, individually, a “Commitment Increase”, and collectively, the “Commitment Increases”; each Person issuing, or Lender increasing, its Commitment in accordance with the terms of this clause (b), individually, an “Additional Commitment Lender”, and collectively, the “Additional Commitment Lenders”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrowers, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent Agent, the Lead Issuing Bank and the Lead Borrower (which consent approval shall not be unreasonably withheld or delayed), the Borrowers may request additional increases in the Facility and (any such increase in the Total Commitments iii) each Commitment Increase shall be referred to as in integral multiples of $1,000,000.00, provided that without the consent of the Administrative Agent (in consultation with the Lead Borrower), at no time shall the Commitment of any Additional Commitment Lender which is not an “Upsize”); provided thatexisting Lender be less than $10,000,000.00. (c) No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied: (i) If an Additional Commitment Lender is not an existing Lender, the Loans under Borrowers, the Upsize Administrative Agent, and any Additional Commitment Lender shall for all purposes be Loans borrowed pursuant have executed and delivered a joinder to the terms of this Credit Agreement and shall have the same terms Loan Documents in such form as the existing Loans,Administrative Agent shall reasonably require; (ii) The Borrowers shall have paid such arrangement fees to MLPFSthe Administrative Agent or its Affiliates as the financial institutions providing such Upsize shall be reasonably acceptable to Lead Borrower and the Administrative Agent and the Borrowers (but shall not in any event include an Ineligible Assignee),MLPFS may agree; (iii) (x) immediately after giving effect to the first Upsize (the “Initial Upsize”), which for the avoidance of doubt, shall occur on the Phase 2 Closing Date, the Total Commitments do not exceed $925,000,000 and (y) immediately after giving effect to the second Upsize (the “Subsequent Upsize”) or any further Upsize, the Total Commitments do not exceed $1,110,000,000, (iv) (x) immediately after giving effect to such Upsize, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect and (y) the The Borrowers shall have delivered deliver to the Administrative Agent and the Lenders certificates of the Secretary or Assistant Secretary of each Borrower attaching a Valuation Report confirming true, complete and correct copy of the resolutions of such Borrower authorizing the borrowing under such Commitment Increase and certifying that clause such resolution is in full force and effect, it being understood and agreed that such resolutions may be adopted at any time and provide for borrowings under Commitment Increases from time to time requested; (xiv) A Note will be satisfied,issued at the Borrowers’ expense, to each such Additional Commitment Lender that requests a Note, to be in conformity with requirements of Section 2.9 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; (v) both immediately before and after giving effect to such Upsize, no No Default or Event of Default shall have occurred and be continuing,exist at the time of, or arise from, any Commitment Increase; and (vi) immediately The Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested, including, without limitation, in the case of an Additional Commitment Lender which is a Foreign Lender, such documents as are set forth in Section 2.28 hereof to evidence an exemption formfrom withholding tax with respect to payments made to such Additional Commitment Lender. (d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments. (e) In connection with Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to such Upsize (and the designation of any proceeds of the Upsize deposited increase in the applicable Borrower’s Collection Account as part of the Cash Reserve AmountTotal Commitments pursuant to this Section 2.2), the Cash Reserve Amount shall not be less than the Cash Reserve Required Amount, and (vii) in the case of each Upsize, the Borrowers shall have received additional assets from LGE or its Affiliates (other than any other Borrower or Guarantor), if any, as may be necessary for the aggregate fair market value (as reasonably determined by the Borrower using the same methodology as the most recently-delivered Valuation Report) of the aggregate assets of the Borrowers to be at least equal to (x) the sum of the (i) the total outstanding principal amount of the Loans issued prior to the applicable Upsize and (ii) the amount Borrowers shall pay to the Lenders any Breakage Costs in connection with any repayment and/or Loans required pursuant to preceding clause (i). Without limiting the Obligations of such Upsize divided by (y) the Maximum LTV Percentage that will be Borrowers provided for in effect immediately after giving effect to such Upsize. Each Lender shall have the right for a period of 10 days following receipt of such notice, to elect by written notice to Borrowers and Administrative Agent to provide its pro rata share of such requested Upsize. Any Lender who fails to respond to any such request shall be deemed to have elected to not participate in any such Upsize. No Lender (or any successor thereto) shall have any obligation to make any Upsize, and any decision by a Lender to make an Upsize shall be made in its sole discretion independently from any other Lender. (b) If the Commitments are increased in accordance with this Section 2.182.2, the Administrative Agent and the Borrowers shall, collectively, determine the effective date (the “Upsize Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Upsize Effective Date. (c) As a condition precedent agree that they will use their best efforts to such increase, in addition attempt to minimize any deliveries pursuant to Section 2.18(a), Breakage Costs which the Borrowers shall deliver (or cause to be delivered) to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent (x) a certificate of the Secretary, Assistant Secretary or other appropriate officer (or manager in the case of limited liability companies) acceptable to the Administrative Agent, of each Borrower dated as of the Upsize Effective Date (i) certifying and attaching the resolutions adopted by the Board of Managers (or equivalent body) of such Borrower approving or consenting to such increase, and (ii) certifying that (A) immediately before and after giving effect to such increase, the representations and warranties contained in Article 3 hereof and the other Fundamental Documents are true and correct in all material respects on and as of the Upsize Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (B) immediately before and after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing, and (C) immediately after giving effect to such increase, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect, (y) such opinions of counsel for Borrower with respect to the Upsize as the Administrative Agent may reasonably request, and (z) any other documents reasonably requested by Administrative Agent would otherwise incur in connection with any such transaction. (d) Other than the Initial Upsize, each Upsize shall be effected by a joinder agreement (the “Upsize Joinder”) executed by the Borrowers, the Administrative Agent and each Lender providing the Upsize, in form and substance satisfactory to each such Person and setting forth the agreement implementation of each Lender providing the Upsize to become a party to this Credit Agreement and to be bound by all the terms and provisions hereof. The Upsize Joinder may, without the consent of any of the other Lenders, effect such amendments to this Credit Agreement and the other Fundamental Documents as may be necessary or appropriate, an increase in the opinion of the Administrative Agent, to effect the provisions of this Section 2.18Total Commitments.

Increase in Total Commitments. (a) Upon notice The Borrower may, by delivering to the Administrative Agent Agent, on a date falling no later than 30 June 2016: (which shall promptly notify i) a Lender Accession Deed duly completed and executed by the Lenders) and with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Borrower, the Borrowers may request additional increases Guarantors and one or more Lenders (the “Increase Lenders”) and/or Accession Lenders; and (ii) in the Facility (any such increase in case of an Accession Lender only, an Intercreditor Accession Deed duly completed and executed by that Accession Lender, request that the Total Commitments shall be referred increased by an amount equal to the aggregate of the additional Commitments of each of such Increase Lenders and the Commitments of each of such Accession Lenders as an “Upsize”); specified in the Lender Accession Deed provided that: (iA) the Loans under the Upsize shall for all purposes be Loans borrowed pursuant to the terms of this Credit Agreement and shall have the same terms as the existing Loans, (ii) the financial institutions providing such Upsize shall be reasonably acceptable to the Administrative Agent and the Borrowers (but shall not in any event include an Ineligible Assignee), (iii) (x) immediately after giving effect to the first Upsize (the “Initial Upsize”), which for the avoidance of doubt, shall occur on the Phase 2 Closing Date, the Total Commitments do shall not exceed $925,000,000 and (y) immediately after giving effect to the second Upsize (the “Subsequent Upsize”) or any further Upsize, the Total Commitments do not exceed $1,110,000,000, (iv) (x) immediately after giving effect to such Upsize, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect and (y) the Borrowers shall have delivered to the Administrative Agent and the Lenders a Valuation Report confirming that clause (x) will be satisfied, (v) both immediately before and after giving effect to such Upsize, no Default or Event of Default shall have occurred and be continuing, (vi) immediately after giving effect to such Upsize (and the designation of any proceeds of the Upsize deposited in the applicable Borrower’s Collection Account as part of the Cash Reserve Amount), the Cash Reserve Amount shall not be less than the Cash Reserve Required Amount, US$100,000,000; and (viiB) in the case of each Upsize, the Borrowers Lenders shall have received additional assets from LGE or its Affiliates (other than any other Borrower or Guarantor), if any, as may be necessary for first been offered and declined the aggregate fair market value (as reasonably determined by the Borrower using the same methodology as the most recently-delivered Valuation Report) of the aggregate assets of the Borrowers to be at least equal to (x) the sum of the (i) the total outstanding principal amount of the Loans issued prior to the applicable Upsize and (ii) the amount of such Upsize divided by (y) the Maximum LTV Percentage that will be in effect immediately after giving effect to such Upsize. Each Lender shall have the right for a period of 10 days following receipt of such notice, to elect by written notice to Borrowers and Administrative Agent opportunity to provide its pro rata share of such requested Upsize. Any Lender who fails to respond to any such request shall be deemed to have elected to not participate in any such Upsize. No Lender (or any successor thereto) shall have any obligation to make any Upsize, and any decision by a Lender to make an Upsize shall be made in its sole discretion independently from any other Lenderadditional Commitments as Increase Lenders. (b) If On the Commitments are increased in accordance with this Section 2.18, later of the Administrative date on which the Agent executes the Lender Accession Deed and (where applicable) the Borrowers shall, collectively, determine Security Trustee executes the effective date Intercreditor Accession Deed (the “Upsize Effective Accession Date”): (A) the Obligors, the Finance Parties, the Increase Lenders and the final allocation Accession Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Increase Lenders and Accession Lenders been original parties to the Finance Documents as Lenders with the rights, benefits and/or obligations acquired or assumed by them as a result of such increaseaccession; (B) such Increase Lenders and Accession Lenders shall become parties hereto as “Lenders”; (C) the Commitments of the other Lenders shall continue in full force and effect; and (D) Schedule 1, Part III (The Original Lenders) shall be deemed to be updated with the Commitments of such Increase Lenders and (as the case may be) Accession Lenders. (c) The Agent shall not be obliged to execute a Lender Accession Deed until it has completed all the necessary “know your customer” or other checks relating to the proposed accession by any Accession Lender. The Administrative Agent shall promptly notify the relevant Accession Lenders of the final allocation upon completion of such increase and the Upsize Effective Date. (c) As a condition precedent to such increase, in addition to any deliveries pursuant to Section 2.18(a), the Borrowers shall deliver (or cause to be delivered) to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent (x) a certificate of the Secretary, Assistant Secretary or other appropriate officer (or manager in the case of limited liability companies) acceptable to the Administrative Agent, of each Borrower dated as of the Upsize Effective Date (i) certifying and attaching the resolutions adopted by the Board of Managers (or equivalent body) of such Borrower approving or consenting to such increase, and (ii) certifying that (A) immediately before and after giving effect to such increase, the representations and warranties contained in Article 3 hereof and the other Fundamental Documents are true and correct in all material respects on and as of the Upsize Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (B) immediately before and after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing, and (C) immediately after giving effect to such increase, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect, (y) such opinions of counsel for Borrower with respect to the Upsize as the Administrative Agent may reasonably request, and (z) any other documents reasonably requested by Administrative Agent in connection with any such transactionchecks. (d) Other than The Agent shall promptly notify the Initial Upsize, each Upsize shall be effected by a joinder agreement (the “Upsize Joinder”) executed by the Borrowers, the Administrative Agent Borrower and each Lender providing the Upsize, in form and substance satisfactory to each such Person and setting forth the agreement of each Lender providing the Upsize to become a party to this Credit Agreement and to be bound by all the terms and provisions hereof. The Upsize Joinder may, without the consent of any upon its execution of the other LendersLender Accession Deed and shall, effect such amendments as soon as reasonably practicable, provide a copy thereof to this Credit Agreement the Borrower and the other Fundamental Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.18each Lender.

Increase in Total Commitments. (a) Upon Within the period between the date of this Agreement but prior to the date falling five (5) Months after the date of this Agreement (or other date otherwise agreed by the Facility Agent), provided that the Borrower gives a written notice to the Administrative Agent (Facility Agent, Increase Lender may accede to this Agreement by executing an Accession Letter which shall promptly notify the Lenders) and with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), the Borrowers may request additional increases in the Facility (any such increase in the Total Commitments shall be referred to as an “Upsize”); provided that: (i) the Loans under the Upsize shall for all purposes be Loans borrowed pursuant to the terms of this Credit Agreement and shall have the same terms as the existing Loans, (ii) the financial institutions providing such Upsize shall be reasonably acceptable to the Administrative Agent and the Borrowers (but shall not in any event include an Ineligible Assignee), (iii) (x) immediately after giving effect to the first Upsize (the “Initial Upsize”), which for the avoidance of doubt, shall occur on the Phase 2 Closing Date, the Total Commitments do not exceed $925,000,000 and (y) immediately after giving effect to the second Upsize (the “Subsequent Upsize”) or any further Upsize, the Total Commitments do not exceed $1,110,000,000, (iv) (x) immediately after giving effect to such Upsize, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect and (y) the Borrowers shall have delivered to the Administrative Agent and the Lenders a Valuation Report confirming that clause (x) will be satisfied, (v) both immediately before and after giving effect to such Upsize, no Default or Event of Default shall have occurred and be continuing, (vi) immediately after giving effect to such Upsize (and the designation of any proceeds of the Upsize deposited in the applicable Borrower’s Collection Account as part of the Cash Reserve Amount), the Cash Reserve Amount shall not be less than the Cash Reserve Required Amount, and (vii) in the case of each Upsize, the Borrowers shall have received additional assets from LGE or its Affiliates (other than any other Borrower or Guarantor), if any, as may be necessary for the aggregate fair market value (as reasonably determined by the Borrower using the same methodology as the most recently-delivered Valuation Report) of the aggregate assets of the Borrowers to be at least equal to (x) the sum of the (i) the total outstanding principal amount of the Loans issued prior to the applicable Upsize and (ii) the amount of such Upsize divided by (y) the Maximum LTV Percentage that will be in effect immediately after giving effect to such Upsize. Each Lender shall have the right for a period of 10 days following receipt of such notice, to elect by written notice to Borrowers and Administrative Agent to provide its pro rata share of such requested Upsize. Any Lender who fails to respond to any such request shall be deemed to have elected to not participate in any such Upsize. No Lender (or any successor thereto) shall have any obligation to make any Upsize, and any decision by a Lender to make an Upsize shall be made in its sole discretion independently from any other LenderAgreement. (b) If the Commitments are increased in accordance with this Section 2.18, the Administrative Agent Each Finance Party and the Borrowers shall, collectively, determine the effective date (the “Upsize Effective Date”) Obligors hereby irrevocably agree on such increase in Total Commitment and confirm that no further written consent is required to be given by each Finance Party and the final allocation of such increaseObligors. The Administrative Facility Agent shall promptly notify the Lenders Finance Parties and the Obligors of the final allocation accession of such increase and the Upsize Effective Dateeach Increase Lender. (c) As a condition precedent to such increaseAn Increase Lender's participation will only be effective when an Accession Letter is duly executed by an Obligor, in addition to any deliveries pursuant to Section 2.18(a), the Borrowers shall deliver (or cause to be delivered) to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent (x) a certificate of the Secretary, Assistant Secretary or other appropriate officer (or manager in the case of limited liability companies) acceptable to the Administrative Agent, of each Borrower dated as of the Upsize Effective Date (i) certifying and attaching the resolutions adopted by the Board of Managers (or equivalent body) of such Borrower approving or consenting to such increase, and (ii) certifying that (A) immediately before and after giving effect to such increase, the representations and warranties contained in Article 3 hereof Increase Lender and the other Fundamental Documents are true and correct in all material respects Facility Agent. For this purpose, each Lender irrevocably authorises the Facility Agent to execute each Accession Letter on and as of the Upsize Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (B) immediately before and after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing, and (C) immediately after giving effect to such increase, the LTV Percentage will not exceed the Maximum LTV Percentage then in-effect, (y) such opinions of counsel for Borrower with respect to the Upsize as the Administrative Agent may reasonably request, and (z) any other documents reasonably requested by Administrative Agent in connection with any such transactionits behalf. (d) Other than Notwithstanding Clause 5.4 (Lenders' participation) of this Agreement, in each utilisation after each Accession Letter becomes effective, the Initial UpsizeBorrower shall first utilise such increased amount in the Total Commitments provided by the Increase Lender(s) while each Increase Lender will make available per its proportion under the increased amount, until after several Utilisation, the Loans borne by the Increase Lender(s) to the amount of Loans borne by all Lenders bears the same proportion of the increased amount in Total Commitments to the Total Commitments at that time, then each Upsize utilisation by the Borrower thereafter shall continue to be made in accordance with Clause 5.4 (Lenders' participation) of this Agreement. (e) Such Loan newly utilised shall be effected by a joinder agreement (the “Upsize Joinder”) executed by the Borrowers, the Administrative Agent applied and each Lender providing the Upsize, paid in form and substance satisfactory to each such Person and setting forth the agreement of each Lender providing the Upsize to become a party to this Credit Agreement and to be bound by all the terms and provisions hereof. The Upsize Joinder may, without the consent of any of accordance with the other Lenders, effect such amendments to this Credit Agreement and the other Fundamental Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.18Agreement (including without limitation, Clauses 3.1 (Loan Purpose) and 5.5 (Loan Disbursement and Payment).