Common use of Increase in Commitment Amount Clause in Contracts

Increase in Commitment Amount. The Borrower may at any time and from time to time add additional financial institutions hereunder, as Lenders or, with the consent of the applicable Lender, increase the Individual Commitment Amount of a Lender, and, in each case, thereby increase the Commitment Amount provided that at the time of any such addition: (a) no Default or Event of Default has occurred and is continuing: (b) the Commitment Amount (as increased) does not at any time exceed Cdn. $2,500,000,000; (c) the Agent, the Swing Line Lender and each Fronting Lender have each consented to such financial institution becoming a Lender or, in the case of an existing Lender, increasing its Individual Commitment Amount, such consent not to be unreasonably withheld; (d) the Individual Commitment Amount of a new financial institution being added as a Lender pursuant to this Section 3.2 shall be no less than Cdn. $50,000.00; (e) concurrently with the addition of a financial institution as an additional Lender or the increase of a Lender's Individual Commitment Amount, such financial institution or Lender, as the case may be, shall purchase from each Lender, such portion of the Aggregate Principal Amount owed to each Lender as is necessary to ensure that the Aggregate Principal Amount owed to all Lenders and including therein such additional financial institution and the increased Individual Commitment Amount of any Lender, are in accordance with the Lender's Rateable Portions of all such Lenders (including the new financial institution and the increased Individual Commitment Amount of any Lender) and such financial institution shall execute such documentation as is required by the Agent, acting reasonably, to novate such financial institution as a Lender hereunder; provided that with respect to any portion of such Aggregate Principal Amount which is outstanding by way of Bankers' Acceptance, the new financial institution or such Lender shall provide an indemnity to the other Lenders (provided that no such indemnity may exceed two months in duration unless agreed to by all of the affected Lenders) in order to ensure such Bankers' Acceptances are outstanding in accordance with the new Rateable Portions; and (f) the Borrower has provided to the Agent a certified copy of a directors' resolution of the Borrower authorizing any such increase in the Commitment Amount (which may be the original directors' resolution authorizing the credit facility hereunder) together with a legal opinion with respect thereto in substantially the same form as the Closing Opinion.

Increase in Commitment Amount. The Borrower may at any time and from time to time add additional financial institutions hereunder, as Lenders or, with the consent of the applicable Lender, increase the Individual Tranche A Commitment Amount of a Lender, and, in each case, thereby increase the Tranche A Commitment Amount provided that at the time of any such addition: (a) no Default or Event of Default has occurred and is continuing: (b) the Tranche A Commitment Amount (as increased) does a result of the application of this Section 3.2 shall not at any time exceed Cdn. $2,500,000,0001,450,000,000; (c) the Agent, the Swing Line Lender and each Fronting Lender have each consented to such financial institution becoming a Lender or, in the case of an existing Lender, increasing its Individual Commitment Amount, such consent not to be unreasonably withheld; (d) the Individual Commitment Amount of a new financial institution being added as a Lender pursuant to this Section 3.2 shall be no less than Cdn. $50,000.00[Redacted]; (e) concurrently with the addition of a financial institution as an additional Lender or the increase of a Lender's ’s Individual Commitment Amount, such financial institution or Lender, as the case may be, shall purchase from each Lender, such portion of the Aggregate Principal Amount owed to each Lender as is necessary to ensure that the Aggregate Principal Amount owed to all Lenders and including therein such additional financial institution and the increased Individual Commitment Amount of any Lender, are in accordance with the Lender's ’s Rateable Portions of all such Lenders (including the any new financial institution and the increased Individual Commitment Amount of any Lender) and such financial institution shall execute such documentation as is required by the Agent, acting reasonably, to novate such financial institution as a Lender hereunder; provided that with respect to any portion of such Aggregate Principal Amount which is outstanding by way of Bankers' ’ Acceptance, the new financial institution or such Lender shall provide an indemnity to the other Lenders (provided that no such indemnity may exceed two months in duration unless agreed to by all of the affected Lenders) in order to ensure such Bankers' ’ Acceptances are outstanding in accordance with the new Rateable Portions; and (f) the Borrower has provided to the Agent a certified copy of a directors' ’ resolution of the Borrower authorizing any such increase in the Commitment Amount (which may be the original directors' ’ resolution authorizing the credit facility hereunder) together with a legal opinion with respect thereto in substantially the same form as the Closing Opinion.

Increase in Commitment Amount. The Borrower may at any time and may, from time to time add additional financial institutions hereundertime, as Lenders or, with the consent of the applicable Lender, increase the Individual Commitment Amount of a Lender, and, request in each case, thereby increase the Commitment Amount provided that at the time of any such addition: (a) no Default or Event of Default has occurred and is continuing: (b) the Commitment Amount (as increased) does not at any time exceed Cdn. $2,500,000,000; (c) the Agent, the Swing Line Lender and each Fronting Lender have each consented to such financial institution becoming a Lender or, in the case of writing an existing Lender, increasing its Individual Commitment Amount, such consent not to be unreasonably withheld; (d) the Individual Commitment Amount of a new financial institution being added as a Lender pursuant to this Section 3.2 shall be no less than Cdn. $50,000.00; (e) concurrently with the addition of a financial institution as an additional Lender or the increase of a Lender's Individual Commitment Amount, such financial institution or Lender, as the case may be, shall purchase from each Lender, such portion of the Aggregate Principal Amount owed to each Lender as is necessary to ensure that the Aggregate Principal Amount owed to all Lenders and including therein such additional financial institution and the increased Individual Commitment Amount of any Lender, are in accordance with the Lender's Rateable Portions of all such Lenders (including the new financial institution and the increased Individual Commitment Amount of any Lender) and such financial institution shall execute such documentation as is required by the Agent, acting reasonably, to novate such financial institution as a Lender hereunder; provided that with respect to any portion of such Aggregate Principal Amount which is outstanding by way of Bankers' Acceptance, the new financial institution or such Lender shall provide an indemnity to the other Lenders (provided that no such indemnity may exceed two months in duration unless agreed to by all of the affected Lenders) in order to ensure such Bankers' Acceptances are outstanding in accordance with the new Rateable Portions; and (f) the Borrower has provided to the Agent a certified copy of a directors' resolution of the Borrower authorizing any such increase in the Commitment Amount (which may an “Increase Request”) by an amount (for all such requests in the aggregate) not exceeding $[***] (each a “Commitment Increase”); provided that any such request for a Commitment Increase shall be in a minimum amount of $[***]. The Lender, acting in its sole and absolute discretion, shall advise the original directors' resolution authorizing Borrower in writing whether the credit facility hereunderLender agrees to such Increase Request under this Section no later than the date fifteen (15) calendar days following the receipt of such request (or, if such date is not a Business Day, on the next preceding Business Day); provided, that for the avoidance of doubt, the failure of the Lender to advise the Borrower it has agreed to such Increase Request shall be deemed a rejection of such request. If the Lender agrees to any such Increase Request, the Lender will provide written notice to the Borrower of its consent (an “Increase Consent”) and the Lender and the Borrower shall use commercially reasonable efforts to close an amendment evidencing such Commitment Increase not later than fifteen (15) calendar days following delivery of such Increase Consent. As a condition precedent to any Commitment Increase, (a) the parties shall enter into an amendment to this Agreement substantially in the form of Exhibit H attached hereto, (b) the Borrower shall pay to the Lender an additional closing fee in an amount to be mutually agreed upon, together with a the reasonable fees and expenses of Lender’s legal counsel, and (c) the Borrower shall deliver to the Lender (i) certificates in the form delivered under Section 5.01(h), (i) and (j) hereof, (ii) an enforceability opinion of legal counsel with respect thereto to the related amendment, and (iii) such other agreements, instruments, approvals, and other documents, each satisfactory to the Lender in substantially the same form and substance, as the Closing OpinionLender may reasonably request.

Increase in Commitment Amount. The Subject to the terms of this Section, during the period expiring twenty-four (24) months after the Loan Opening Date, the Borrower may at any time and from time shall have the right to time add additional financial institutions hereunder, as Lenders or, with request an increase in the consent aggregate amount of the applicable Lender, increase the Individual Commitment Amount of a Lender, and, in each case, thereby increase the Commitment Amount by providing written notice to the Agent, which notice shall be irrevocable once given; provided that at the time of any such addition: (a) no Default or Event the aggregate amount of Default has occurred and is continuing: such increases in the Commitment Amount pursuant to this Section shall not exceed $70,000,000.00 (the “Available Increase Amount”); (b) the Commitment Amount Borrower may not exercise its rights pursuant to this Section 3.2 more than three (as increased3) does not at any time exceed Cdn. $2,500,000,000; times; and (c) Borrower may not exercise its rights under this Section 3.2 if there are less than six (6) full months to the Maturity Date. Each such increase in the Commitment Amounts must be an aggregate minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent shall promptly notify each Bank of such request. Each existing Bank shall have the right to increase its Commitment by an amount so that such Bank’s Pro Rata Share shall not be decreased as a result of such requested increase in the Commitment. All other allocations of such requested increase shall be subject to the approval of the Agent. Each Bank shall notify the Agent within fifteen (15) Business Days after receipt of the Bank’s notice whether such Bank wishes to increase the amount of its Commitment. If a Bank fails to deliver any such notice to the Bank within such time period, then such Bank shall be deemed to have declined to increase its Commitment. Notwithstanding anything herein to the contrary, no Bank shall be required to increase its Commitment. As a condition to any increase in the Commitment, the Swing Line Lender Borrower shall pay to the Agent such fees as it may require in connection with the arrangement of such increase, and each Fronting Lender have each consented to the Bank acquiring such financial institution becoming increase such fees as they may require in connection therewith, which fees shall, when paid, be fully earned and non-refundable under any circumstances. In the event a Lender ornew Bank or Banks become a party to this Agreement, or if any existing Bank agrees to increase its Commitment, such Bank shall on the date it becomes a Bank hereunder (or increases its Commitment, in the case of an existing Lender, increasing its Individual Commitment Amount, such consent not to be unreasonably withheld; Bank) (d) the Individual Commitment Amount of a new financial institution being added and as a Lender pursuant condition thereto) purchase from the other Banks its Pro Rata Share (as determined after giving effect to this Section 3.2 shall be no less than Cdn. $50,000.00; (e) concurrently with the addition of a financial institution as an additional Lender or the increase of a Lender's Individual Commitment AmountCommitments) of any outstanding Loans, by making available to the Agent for the account of such financial institution or Lenderother Banks 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 Bank plus (b) the aggregate amount of payments previously made by the other Banks under Section 3.6(f) of this Agreement which have not been repaid, and the Borrower shall pay to such other Banks interest accrued and unpaid to and as the case may be, shall purchase from each Lender, of such date on such portion of the Aggregate Principal Amount owed outstanding principal amount of such Loans. The Borrower shall also pay to the Banks amounts payable, if any, to such Banks under Section 4.11 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if either (x) an Unmatured Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by or on behalf of the Borrower or any other Obligor in any Loan Document 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 addition, as a condition to the effectiveness of any increase, the Borrower, each Lender as is necessary Subsidiary Guarantor and the Guarantor shall execute and deliver to ensure that Agent and the Aggregate Principal Amount owed to all Lenders and including therein Banks such additional financial institution documents (including, without limitation, amendments to the Security Instruments), instruments, certifications and opinions as the Agent may reasonably require, and the increased Individual Commitment Amount Borrower shall pay the cost of any Lendermortgagee’s title insurance policy or any endorsement or update thereto or any updated title and UCC searches, all recording costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar fees, taxes or expenses which are demanded or payable in accordance connection with such increase; provided, however, neither Borrower nor any Subsidiary Guarantor shall be required to modify such Security Instruments if such Collateral Pool Property is subject to a mortgage recording tax nor shall the Lender's Rateable Portions of all Borrower or such Lenders (including Subsidiary Guarantor be required to increase the new financial institution and the increased Individual Commitment Amount amount of any Lendertitle policies covering any of the Collateral Pool Properties. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section, (A) and such financial institution any Bank becoming a party hereto shall execute such documentation documents and agreements as is required by the Agent, acting reasonably, to novate such financial institution as a Lender hereunder; provided that with respect to any portion of such Aggregate Principal Amount which is outstanding by way of Bankers' Acceptance, the new financial institution or such Lender shall provide an indemnity to the other Lenders Agent may reasonably request and (provided that no such indemnity may exceed two months in duration unless agreed to by all of the affected Lenders) in order to ensure such Bankers' Acceptances are outstanding in accordance with the new Rateable Portions; and (fB) the Borrower has provided to shall make appropriate arrangements so that each new Bank, and any existing Bank increasing its Commitment, receives a new or replacement Note, as appropriate, in the Agent a certified copy amount of a directors' resolution such Bank’s Commitment contemporaneously with of the Borrower authorizing any such effectiveness of the applicable increase in the aggregate amount of Commitment Amount. Upon the effective date of the increase in the Commitment Amount (which may pursuant to this Section 3.2, each Note being affected shall be amended and restated to reflect the original directors' resolution authorizing the credit facility hereunder) together with a legal opinion with respect thereto in substantially the same form as the Closing Opinionnew aggregate Commitment Amount.

Increase in Commitment Amount. The Subject to the limitations set forth in this Section, during the period beginning on the Closing Date and ending on the Revolving Credit Termination Date, Borrower may at any time and from time to time add additional financial institutions hereunder, as Lenders or, with the consent of the applicable Lender, increase the Individual Commitment Amount of a Lender, and, request in each case, thereby increase writing that the Commitment Amount provided be increased to an amount that at is not greater than One Hundred Million Dollars ($100,000,000). Any request under this Section shall be submitted by Borrower to Bank, shall specify the time proposed effective date and amount of any such addition: (a) increase, and shall be accompanied by a certificate signed by Borrower stating that no Event of Default or Unmatured Event of Default exists as of the date of the request or will result from the requested increase. Any such increase shall be in an integral multiple of Ten Million Dollars ($10,000,000). Any such increase shall be accomplished in conjunction with the assignment to an Assignee acceptable to Bank and Borrower (provided no Event of Default has occurred and is continuing) pursuant to Section 10.5 of a portion of the Commitment Amount in an amount equal to the amount of any such increase. Each such increase shall be effective, if at all, prior to the Revolving Credit Termination Date. Any request by Borrower to increase the Commitment Amount may be granted or denied in Bank’s sole and absolute discretion, and may be conditioned on, among other things, the following: (bi) Execution of such modification documents as Bank may require, including, without limitation, one or more amended and restated Notes in an aggregate maximum principal amount equal to the Commitment Amount, as increased, amendments to each of the Deeds of Trust, and a reaffirmation executed by Guarantor as to its obligations under the Guaranty; (ii) Execution of such documents as may be required to effectuate an assignment of a portion of the Commitment Amount (as increased) does not at any time exceed Cdn. $2,500,000,000to an Assignee in accordance with Section 10.5; (ciii) Delivery to Bank of such reaffirmations of any subordination agreement delivered to Bank in connection with the Agent, the Swing Line Lender and each Fronting Lender have each consented to such financial institution becoming a Lender or, in the case approval of an existing Lender, increasing its Individual Commitment Amount, such consent not to be unreasonably withheldany Approved Subdivision; (div) Delivery to Bank of such endorsements to the Individual Commitment Amount of a new financial institution being added Title Policies as a Lender pursuant to this Section 3.2 shall be no less than Cdn. $50,000.00Bank may require; (ev) concurrently with the addition of a financial institution as an additional Lender or the increase of a Lender's Individual Commitment Amount, such financial institution or Lender, as the case may be, shall purchase from each Lender, such portion Payment to Bank of the Aggregate Principal Amount owed facility fee pursuant to each Lender as is necessary to ensure that the Aggregate Principal Amount owed to all Lenders and including therein such additional financial institution and the increased Individual Commitment Amount of any Lender, are in accordance with the Lender's Rateable Portions of all such Lenders (including the new financial institution and the increased Individual Commitment Amount of any LenderSection 2.8(a) and such financial institution shall execute such documentation as is required by the Agent, acting reasonably, to novate such financial institution as a Lender hereunder; provided that hereof with respect to any portion of such Aggregate Principal Amount which is outstanding by way of Bankers' Acceptance, the new financial institution or such Lender shall provide an indemnity to increase in the other Lenders (provided that no such indemnity may exceed two months in duration unless agreed to by all of the affected Lenders) in order to ensure such Bankers' Acceptances are outstanding in accordance with the new Rateable PortionsCommitment Amount; and (fvi) the Borrower has provided Payment of all fees and expenses of Bank related to the Agent a certified copy of a directors' resolution of the Borrower authorizing any such increase in the Commitment Amount (which may be Amount, including, without limitation, any title and recording fees and expenses, and the original directors' resolution authorizing the credit facility hereunder) together with a legal opinion with respect thereto in substantially the same form as the Closing Opinionreasonable fees and expenses of Bank’s counsel.

Increase in Commitment Amount. The Borrower may at any time and from time to time add additional financial institutions hereunder, as Lenders or, with the consent of the applicable Lender, increase the Individual Commitment Amount of a Lender, and, in each case, thereby increase the Commitment Amount provided that at the time of any such addition: (a) no Default or Event of Default has occurred and is continuing: (b) the Commitment Amount (as increased) does not at any time exceed Cdn. $2,500,000,0001,350,000,000; (c) the Agent, the Swing Line Lender and each Fronting Lender have each consented to such financial institution becoming a Lender or, in the case of an existing Lender, increasing its Individual Commitment Amount, such consent not to be unreasonably withheld; (d) the Individual Commitment Amount of a new financial institution being added as a Lender pursuant to this Section 3.2 shall be no less than Cdn. $50,000.0020,000,000; (e) concurrently with the addition of a financial institution as an additional Lender or the increase of a Lender's Individual Commitment Amount, such financial institution or Lender, as the case may be, shall purchase from each Lender, such portion of the Aggregate Principal Amount owed to each Lender as is necessary to ensure that the Aggregate Principal Amount owed to all Lenders and including therein such additional financial institution and the increased Individual Commitment Amount of any Lender, are in accordance with the Lender's Rateable Portions of all such Lenders (including the new financial institution and the increased Individual Commitment Amount of any Lender) and such financial institution shall execute such documentation as is required by the Agent, acting reasonably, to novate such financial institution as a Lender hereunder; provided that with respect to any portion of such Aggregate Principal Amount which is outstanding by way of Bankers' Acceptance, the new financial institution or such Lender shall provide an indemnity to the other Lenders (provided that no such indemnity may exceed two months in duration unless agreed to by all of the affected Lenders) in order to ensure such Bankers' Acceptances are outstanding in accordance with the new Rateable Portions; and (f) the Borrower has provided to the Agent a certified copy of a directors' resolution of the Borrower authorizing any such increase in the Commitment Amount (which may be the original directors' resolution authorizing the credit facility hereunder) together with a legal opinion with respect thereto in substantially the same form as the Closing Opinion.