Maximum Amount Upsize Option. Provided that the current Maximum Amount has been reduced to an amount less than $350,000,000 in accordance with Section 3.06(d) below, at the request of Seller at any time from and after September 30, 2022, Buyer may agree in its sole discretion, on one or more occasions but not more frequently than two (2) times during any calendar year, to increase the Maximum Amount (the exercise of any such increase option, an “Upsize Option”), in each case, by giving written notice thereof to Seller approving such requested increase; provided, that (i) no Upsize Option shall be allowed on or after the Funding Expiration Date and (ii) in no event shall the Maximum Amount be increased pursuant to any Upsize Option to an amount greater than $350,000,000. Any such request by Seller shall specify the requested increase amount, which shall be in minimum increments of $50,000,000, and the proposed effective date for such increase. Buyer may approve or deny any such request in its sole discretion, and any failure of Buyer to respond in writing to such request on a timely basis shall be deemed to be a denial thereof by Buyer. Any request for increase of the Maximum Amount will be deemed to be denied if any of the following has occurred and is continuing as of the proposed effective date of the related increase in the Maximum Amount: (i) a Default or Event of Default has occurred and is continuing, (ii) an accrued and unpaid Margin Deficit exists or (iii) Buyer has requested a new or updated Beneficial Ownership Certification, as applicable, in relation to Seller (to the extent Seller qualifies as a “legal entity customer”), and Seller has failed to provide such new or updated Beneficial Ownership Certification to Buyer. In connection with any exercise of an Upsize Option, Seller shall pay to Buyer the Upsize Fee on or before the effective date of each related increase in the Maximum Amount.
Maximum Amount Upsize Option. Seller may request up to five (5) separate increases to the Maximum Amount, in increments of no less than $100,000,000 each, to an amount not to exceed $3,000,000,000 in the aggregate (each such increase, an “Upsize Option”), in each case by the delivery of at least thirty (30) days prior written notice thereof to Buyer. No Upsize Option shall be allowed on or after the last day of the Funding Period. Seller’s request(s) to exercise any Upsize Option may be approved or denied by Buyer, in its sole discretion, and no Upsize Option shall be effective unless, in each case, Buyer has approved such Upsize Option in writing and given Seller written notice of the effective date thereof and the amount of the related increase. Seller’s request(s) to exercise any Upsize Option will be deemed to be denied if, on the date of such request or on the proposed effective date of such increase (i) a Default or Event of Default has occurred and is continuing, (ii) an unsatisfied Margin Deficit exists or (iii) Buyer has requested a new or updated Beneficial Ownership Certification, as applicable, in relation to Seller (to the extent Seller qualifies as a “legal entity customer”), and Seller has failed to provide such new or updated Beneficial Ownership Certification to Buyer.
Maximum Amount Upsize Option. At any time during the Funding Period, but in no event more than three (3) times, Sellers may request an increase of the Maximum Amount (the “Upsize Option”) by delivery of written notice to Buyer of such request not less than thirty (30) days prior to the requested effective date of the corresponding increase in the Maximum Amount. Each Upsize Option shall be in an amount not less than $50,000,000. Each Upsize Option in an amount greater than $50,000,000 shall be in increments of $50,000,000. Seller’s request(s) to exercise an Upsize Option may be approved or denied by Xxxxx in Buyer’s sole discretion; provided, that a request by Seller to exercise an Upsize Option will be deemed to be denied if, on the date of the related request or on the proposed effective date of such request, any of the Extension Conditions set forth in Section 3.06(a) are not satisfied. In addition, no exercise of an Upsize Option shall be effective until Seller has paid to Buyer the Upsize Fee applicable for the related Upsize Option.
Maximum Amount Upsize Option. Seller may request up to three
Maximum Amount Upsize Option. The terms and provisions regarding the Maximum Amount Upsize Option are set forth in Section 9 of the Fee Letter, and are hereby incorporated herein by reference.
