Common use of Increase in Maximum Commitment Amount Clause in Contracts

Increase in Maximum Commitment Amount. 2.12.1 Subject to the provisions of Section 2.6, on the terms and subject to the conditions set forth in this Section 2.12, Borrower may, at any time and from time to time prior to the Maturity Date, by written notice to Administrative Agent, request an increase in the Maximum Commitment Amount by (i) permitting any Lender to increase its Commitment (and accordingly increase the Maximum Commitment Amount by such amount), or (ii) inviting any Eligible Assignee that has previously been approved by Administrative Agent in writing to become a Lender under this Agreement and to provide a commitment to lend hereunder (and accordingly increase the Maximum Commitment Amount by such amount); provided, however, that in no event shall such actions cause the Maximum Commitment Amount to increase above $200,000,000. 2.12.2 Each of the Lenders acknowledges and agrees that, notwithstanding any contrary provision of Section 11.1, (i) its consent to any such increase in the Maximum Commitment Amount shall not be required and (ii) Eligible Assignees may be added to this Agreement and any Lender may increase its Commitment without the consent or agreement of the other Lenders (provided, however, that no Lender's Commitment may be increased without such Lender's consent), so long as Administrative Agent and Borrower have consented in writing to such Eligible Assignee or the increase in the Commitment of any of the Lenders, as applicable. 2.12.3 Administrative Agent shall not unreasonably withhold its consent to Borrower's request for an increase in the Maximum Commitment Amount under this Section 2.12 provided that Borrower satisfies all of the following conditions precedent: (a) No Default or Event of Default shall have occurred and remain uncured on the Effective Date (as hereinafter defined), and Administrative Agent shall have received a certificate to that effect signed by an officer of Borrower; (b) any Eligible Assignee is acceptable to Administrative Agent in its reasonable discretion; (c) Borrower and each such Lender or Eligible Assignee shall have executed and delivered to Administrative Agent supplemental signature pages to this Agreement, in the form of Exhibit D-1 attached hereto in the case of a Lender, or in the form of Exhibit D-2 hereto in the case of an Eligible Assignee (each, a "Supplemental Signature Page"); (d) Borrower shall have paid to Administrative Agent, for the account of such Lender or Eligible Assignee, Administrative Agent and the Arranger, as applicable, a commitment fee and/or an arrangement fee in an amount reasonably satisfactory to Administrative Agent; (e) Administrative Agent shall have sent written notice of each such request by Borrower to the Lenders, together with notice of such Eligible Assignee's Commitment or such Lender's increased Commitment, as the case may be, and the effective date (the "Effective Date") of such increase in the Maximum Commitment Amount as set forth on the Supplemental Signature Page; and (f) all requirements of this Section 2.12 shall have been satisfied.

Increase in Maximum Commitment Amount. 2.12.1 Subject After the Closing Date and up to the provisions of Section 2.6, on the terms and subject to the conditions set forth in this Section 2.12, Borrower may, at any time and from time to time including sixty (60) days prior to the then-current Stated Maturity Date, by written notice to Administrative Agent, Borrower may request an increase increases in the Maximum Commitment Amount by (i) permitting any Lender to increase its Commitment in an amount no less than $10,000,000 (and accordingly increase in increments of $5,000,000 in excess thereof), subject to the terms of this Section 3.5(b), by delivering to Lender a written request. All increases in the Maximum Commitment Amount by such amount)shall be in Lender’s sole and absolute discretion, including the determination of an acceptable Borrowing Base. Without limiting or (ii) inviting any Eligible Assignee that has previously been approved by Administrative Agent in writing to become a Lender under this Agreement and to provide a commitment to lend hereunder (and accordingly increase derogating from Lender’s discretionary rights, the Maximum Commitment Amount by such amount); provided, however, that in no event shall such actions cause the Maximum Commitment Amount to increase above $200,000,000. 2.12.2 Each of the Lenders acknowledges and agrees that, notwithstanding any contrary provision of Section 11.1, (i) its consent to any such requested increase in the Maximum Commitment Amount shall not be required and (ii) Eligible Assignees may be added subject to this Agreement and any Lender may increase its Commitment without the consent or agreement satisfaction of the other Lenders following conditions precedent: (providedi) the representations and warranties of each Credit Party contained in the Loan Documents shall be true and correct in all material respects; provided that to the extent such representations and warranties were made as of an earlier specific date, howeverthe same shall continue, that no Lender's Commitment may be increased without such Lender's consent), so long as Administrative Agent and Borrower have consented in writing after giving effect to such Eligible Assignee or the increase in the Commitment of any of the Lenders, as applicable. 2.12.3 Administrative Agent shall not unreasonably withhold its consent to Borrower's request for an increase in the Maximum Commitment Amount under this Section 2.12 provided that Borrower satisfies Amount, to be true and correct in all material respects as of the following conditions precedent: such earlier specific date; (aii) No no Potential Default or Event of Default shall have occurred and remain uncured be continuing on the Effective Date date of such Maximum Commitment Amount increase request or immediately after giving effect to such increase; (as hereinafter defined)iii) on the effective date of the Maximum Commitment Amount increase, and Administrative Agent Borrowers shall have received a certificate pay to that effect signed by Lender an officer increase facility fee in the amount of Borrower; twenty-five basis points (b0.25%) any Eligible Assignee is acceptable to Administrative Agent times the incremental increase amount in its reasonable discretion; the Maximum Commitment Amount prorated for the period ending on the upcoming anniversary of the Closing Date; (civ) Borrower and each such Lender or Eligible Assignee Credit Parties shall have executed and delivered such amendments to Administrative Agent supplemental signature pages to this Agreementthe Loan Documents, in the form of Exhibit D-1 attached hereto in the case of a guaranty reaffirmations, board resolutions, legal opinions and other documents as may be reasonably requested by Lender; and (v) Borrowers shall pay all reasonable and documented out-of-pocket costs and expenses incurred by Lender, or in the form of Exhibit D-2 hereto in the case of an Eligible Assignee (each, a "Supplemental Signature Page"); (d) Borrower shall have paid to Administrative Agent, for the account of such Lender or Eligible Assignee, Administrative Agent including Lender’s reasonable attorneys’ costs and the Arranger, as applicable, a commitment fee and/or an arrangement fee in an amount reasonably satisfactory to Administrative Agent; (e) Administrative Agent shall have sent written notice of each such request by Borrower expenses related to the Lenderspreparation, together with notice negotiation and administration of the related amendment documentation. In all events, following all such Eligible Assignee's Commitment or such Lender's increased Commitmentincreases, as the case may be, and the effective date (the "Effective Date") of such increase in the Maximum Commitment Amount as set forth on the Supplemental Signature Page; and (f) all requirements of this Section 2.12 shall have been satisfiedmay under no circumstances exceed $100,000,000.

Increase in Maximum Commitment Amount. 2.12.1 Subject to the provisions of Section 2.6, on 2.19.1 On the terms and subject to the conditions set forth in this Section 2.122.19, the Borrower may, at any time and from time to time prior to the ------------ Maturity Date, by written notice to the Administrative Agent, request an increase in the Maximum Commitment Amount by (i) permitting any Lender Bank to increase its Commitment (and accordingly increase the Maximum Commitment Amount by such amount), or (ii) inviting any Eligible Assignee that has previously been approved by the Administrative Agent in writing to become a Lender Bank under this Agreement and to provide a commitment to lend hereunder (and accordingly increase the Maximum Commitment Amount by such amount); provided, however, that in no event shall -------- ------- such actions cause the Maximum Commitment Amount to increase above $200,000,000265,000,000. 2.12.2 Each 2.19.2 The Administrative Agent shall notify the Banks of each such request by the Borrower. The Borrower, the Banks and each such Bank or Eligible Assignee shall execute and deliver to the Administrative Agent (for the benefit of the Lenders acknowledges Administrative Agent, the Borrower and agrees that, notwithstanding any contrary provision of Section 11.1, (isuch Bank or Eligible Assignee) its consent to any such increase in the Maximum Commitment Amount shall not be required and (ii) Eligible Assignees may be added supplemental signature pages to this Agreement and any Co-Lender may increase its Commitment without Agreement among the consent or agreement of the other Lenders (provided, however, that no Lender's Commitment may be increased without such Lender's consent), so long as Administrative Agent and Borrower have consented in writing to such Eligible Assignee or the increase in the Commitment of any of the Lenders, as applicable. 2.12.3 Administrative Agent shall not unreasonably withhold its consent to Borrower's request for an increase in the Maximum Commitment Amount under this Section 2.12 provided that Borrower satisfies all of the following conditions precedent: (a) No Default or Event of Default shall have occurred and remain uncured on the Effective Date (as hereinafter defined), and Administrative Agent shall have received a certificate to that effect signed by an officer of Borrower; (b) any Eligible Assignee is acceptable to Administrative Agent in its reasonable discretion; (c) Borrower and each such Lender or Eligible Assignee shall have executed and delivered to Administrative Agent supplemental signature pages Banks relating to this Agreement, in the form of Exhibit D-1 K-1 attached hereto hereto, in the case of a LenderBank, or in the form of Exhibit D-2 ----------- ------- K-2 hereto in the case of an Eligible Assignee (each, a "Supplemental Signature --- ---------------------- Page"); . Upon the execution and delivery of each such Supplemental Signature ---- Page, and despite any contrary provision of this Agreement (di) Borrower each such Eligible Assignee shall become a party to this Agreement, and thereafter shall have paid all of the rights and obligations of a Bank hereunder, (ii) each such Eligible Assignee or Bank shall simultaneously pay to the Administrative Agent, for distribution to the account Banks whose Pro Rata Shares of the combined Commitments of all of the Banks has decreased as a result of the new Commitment of such Lender Eligible Assignee or Eligible Assigneethe increased Commitment of such Bank, Administrative Agent and the Arranger, as applicable, a commitment fee and/or an arrangement fee in an amount reasonably satisfactory to Administrative Agent; (e) Administrative Agent shall have sent written notice of each such request by Borrower equal to the Lenders, together with notice product of such Eligible Assignee's Commitment Pro Rata Share (or the increase in such LenderBank's increased CommitmentPro Rata Share), expressed as a decimal, multiplied by the case may beaggregate outstanding principal amount of the Loans on the date of determination, and (iii) each such Eligible Assignee or Bank shall thereafter be obligated to make its Pro Rata Share of Borrowings to the effective date (Borrower up to and including the "Effective Date") amount of such Eligible Assignee's or Bank's Pro Rata Share of the increased Maximum Commitment Amount, on the terms and subject to the conditions set forth in this Agreement. 2.19.3 Upon any increase in the Maximum Commitment Amount as set forth on pursuant to Section 2.19.1, the Supplemental Signature Page; andAdministrative Agent shall amend Schedule 2.1 attached -------------- ------------ hereto to reflect the revised Pro Rata Shares held by the Banks. Such amended Schedule 2.1 shall supersede all earlier versions of Schedule 2.1, and shall be ------------ ------------ conclusive and binding absent manifest error. (f) all requirements 2.19.4 Notwithstanding any contrary provision of this Section 2.12 shall have been satisfied2.19, ------------ no increase in the Maximum Commitment Amount will be permitted unless (a) all then outstanding Loans constitute Base Rate Loans or (b) the Interest Periods for all outstanding LIBOR Loans will expire (and any new Interest Periods for any such LIBOR Loans will commence) concurrently with the date on which any increase in the Maximum Commitment Amount becomes effective. 2.19.5 The effectiveness of any increase in the Maximum Commitment Amount pursuant to Section 2.19.1 is subject to the Administrative Agent's -------------- receipt of a CLTA form 108.10 indorsement or other comparable indorsement to each policy of title insurance insuring a then-existing Deed of Trust, insuring that the validity and priority of each such Deed of Trust is not affected by the increase in the Maximum Commitment Amount.

Increase in Maximum Commitment Amount. 2.12.1 (a) Subject to the provisions of Section 2.6, on the terms and subject to the conditions set forth in this Section 2.122.19, Borrower the Company may, at any time and from time to time on or prior to the Maturity date that is 24 months after the Closing Date, by written notice to the Administrative Agent, request an increase in the Maximum Commitment Amount by (i) permitting any Lender Bank to increase its Commitment (and accordingly increase the Maximum Commitment Amount by such amount), or (ii) inviting any Eligible Assignee that has previously been approved by the Administrative Agent in writing to become a Lender Bank under this Agreement and to provide a commitment to lend hereunder (and accordingly increase the Maximum Commitment Amount by such amount); provided, however, that in no event shall such actions cause the Maximum Commitment Amount to increase above $200,000,000. 2.12.2 (b) Each of the Lenders Banks acknowledges and agrees that, notwithstanding any anything to the contrary provision of in Section 11.110.1, (i) its consent to any such increase in the Maximum Commitment Amount shall not be required and (ii) Eligible Assignees may be added to this Agreement and any Lender Bank may increase its Commitment without the consent or agreement of the other Lenders Banks (provided, however, that no Lender's Bank’s Commitment may be increased without such Lender's Bank’s consent), so long as the Administrative Agent and Borrower the Company have consented in writing to such Eligible Assignee or the increase in the Commitment of any of the LendersBanks, as applicable. 2.12.3 (c) The Administrative Agent shall not unreasonably withhold its consent to Borrower's the Company’s request for an increase in the Maximum Commitment Amount under this Section 2.12 2.19 provided that Borrower the Company satisfies all of the following conditions precedent: (a) No Default or Event of Default shall have occurred and remain uncured on the Effective Date (as hereinafter defined), and Administrative Agent shall have received a certificate to that effect signed by an officer of Borrower; (bi) any Eligible Assignee is must be acceptable to the Administrative Agent in its reasonable sole discretion; (cii) Borrower the Company and each such Lender Bank or Eligible Assignee shall have executed execute and delivered deliver to the Administrative Agent (for the benefit of the Administrative Agent, the Company and such Bank or Eligible Assignee) supplemental signature pages to this Agreement and any Co-Lender Agreement among the Administrative Agent and the Banks relating to this Agreement, in the form of Exhibit D-1 I-1 attached hereto hereto, in the case of a LenderBank, or in the form of Exhibit D-2 I-2 hereto in the case of an Eligible Assignee (each, a "“Supplemental Signature Page"”). (iii) the Company shall pay a fee for such increase which must be acceptable to the Administrative Agent in its sole discretion; (div) Borrower shall have paid to Administrative Agent, for the account of such Lender or Eligible Assignee, Administrative Agent and the Arranger, as applicable, a commitment fee and/or an arrangement fee in an amount reasonably satisfactory to Administrative Agent; (e) Administrative Agent shall have sent written notice of each such request by Borrower the Company to the LendersBanks, together with notice of such Eligible Assignee's ’s Commitment or such Lender's Bank’s increased Commitment, as the case may be, and the effective date (the "“Effective Date"”) of such increase in the Maximum Commitment Amount as set forth on in the Supplemental Signature Page; and (fv) all requirements of this Section 2.12 2.19 must be satisfied. (d) Upon the Effective Date, and despite any contrary provision of this Agreement (a) each such Eligible Assignee shall become a party to this Agreement, and thereafter shall have been satisfiedall of the rights and obligations of a Bank hereunder, (b) each such Eligible Assignee or Bank shall simultaneously pay to the Administrative Agent, for distribution to the Banks whose Pro Rata Shares of the combined Commitments of all of the Banks has decreased as a result of the new Commitment of such Eligible Assignee or the increased Commitment of such Bank, an amount equal to the product of such Eligible Assignee’s Pro Rata Share (or the increase in such Bank’s Pro Rata Share), expressed as a decimal, multiplied by the aggregate outstanding principal amount of the Loans on the date of determination, and (c) each such Eligible Assignee or Bank shall thereafter be obligated to make its Pro Rata Share of Borrowings to the Company and shall be obligated to participate in Letter of Credit risk participations and L/C Advances up to and including the amount of such Eligible Assignee’s or Bank’s Pro Rata Share of the increased Maximum Commitment Amount, on the terms and subject to the conditions set forth in this Agreement. (e) Notwithstanding any contrary provision of this Section 2.19, no increase in the Maximum Commitment Amount will be permitted unless (a) all then outstanding Loans constitute Base Rate Loans, or (b) the Interest Periods for all outstanding LIBOR Loans will expire (and any new Interest Periods for any such LIBOR Loans will commence) concurrently with the date on which any increase in the Maximum Commitment Amount becomes effective. (f) It shall be a condition precedent to the effectiveness of any increase in the Maximum Commitment Amount pursuant to Section 2.19(a) that the Administrative Agent shall have received from the title insurance company which has issued the Title Policy(ies) insuring the validity and priority of each Mortgage relating to any one or more Approved Parcels a CLTA form 108.10 indorsement, or other comparable indorsement reasonably satisfactory to the Administrative Agent, that (i) increases the aggregate liability under the Title Policy(ies) to the full increased Maximum Commitment Amount, and (ii) insures that the validity and priority of each such Mortgage will not be affected by such increase in the Maximum Commitment Amount, all at the Company’s sole cost and expense.