Increases in Commitments. So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing, upon notice to the Administrative Agent and each Purchaser, the Seller may request on a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to exceed $25,000,000; provided, that such request for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify # the aggregate amount of such increase and # the time period within which such Purchasers and the Administrative Agent are requested to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent and the Purchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. If the Commitment of any Purchaser is increased in accordance with this [clause (g)], the Administrative Agent, the Purchasers, the Seller and the Master Servicer shall # determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment pursuant to this [clause (g)] may request any of # resolutions of the Board of Directors of the Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, # a corporate and enforceability opinion of counsel of the Seller and # such other documents, agreements and opinions reasonably requested by such Purchaser or the Administrative Agent and # if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasers.
Commitment Increase Request. Provided that no Event of Termination or Unmatured Event of Termination has occurred and is continuing, upon notice to the Administrative Agent, the Seller may from time to time request an increase in the Commitment with respect to one or more Committed Purchasers, at any time following the Restatement Date and prior to the Termination Date, such aggregate increase in such Committed Purchasers’ Commitments to be an amount (for all such requests or additions) not exceeding $75,000,000; provided, that each request for an increase shall be in a minimum amount of $10,000,000. Each such request shall be in the form of a Commitment Increase Request attached hereto as [Exhibit F]. At the time of sending a Commitment Increase Request, the Seller (in consultation with the Administrative Agent) shall specify the time period within which such Committed Purchasers and the Administrative Agent are requested to respond to the Seller’s request (which shall in no event be less than ten (10) Business Days (or such shorter period consented to in writing by the Administrative Agent) from the date of delivery of such Commitment Increase Request to the Administrative Agent). In respect of any Committed Purchaser, each of such Committed Purchaser being asked to increase its Commitment and the Administrative Agent shall notify the Seller and the Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Committed Purchaser’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Committed Purchaser’s Commitment. For the avoidance of doubt, only the consent of the Committed Purchaser then being asked to increase its Commitment and the Administrative Agent shall be required in order to approve any such request. If any Committed Purchaser consents to the increase in its Commitment in accordance with this [clause (h)], such Committed Purchaser shall effectuate such increase by executing and returning such Commitment Increase Request to the Administrative Agent and upon countersignature thereof by the Administrative Agent, such Committed Purchaser’s Commitment hereunder shall be automatically increased on the applicable date set forth in such Commitment Increase Request. In connection with any increase in the Commitment of any Committed Purchaser, the Facility Limit shall be ratably increased. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that the Commitments of the Committed Purchasers are not ratably increased in accordance with this [clause (h)], each Investment and return of Capital thereafter shall be on a non-ratable basis until such time as the aggregate outstanding Capital of the Purchasers in each Group is distributed ratable in accordance with the Commitment of the Committed Purchasers in such Group.
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