Common use of Maximum Amount Upsize Option Clause in Contracts

Maximum Amount Upsize Option. At the request of Seller, Buyer may agree in its sole and absolute discretion to one or more separate increases of the Maximum Amount (each an “Upsize Option”), in each case, by giving written notice thereof to Seller approving such requested increase. Any such request by Seller shall specify the requested increase amount, which shall be in increments of $50,000,000, and the proposed effective date for such increase. In no event shall the Maximum Amount be increased to an amount greater than $500,000,000 in the aggregate. 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. Seller’s request(s) to exercise any Upsize Option will be deemed to be denied if, on or before the date of such request or on or before the proposed effective date of such request (the “Upsize Date”) (i) a Default or Event of Default has occurred and is continuing, (ii) an unpaid Margin Deficit exists, (iii) the Facility Debt Yield Test is not satisfied or (iv) 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 the request of Seller, Buyer may agree in its sole and absolute discretion to one or more separate increases of the Maximum Amount (each an “Upsize Option”), in each case, by giving written notice thereof to Seller approving such requested increase. Any such request by Seller shall specify the requested increase amount, which shall be in increments of $50,000,000, and the proposed effective date for such increase. In no event shall the Maximum Amount be increased to an amount greater than $500,000,000 600,000,000 in the aggregate. 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. Seller’s request(s) to exercise any Upsize Option will be deemed to be denied if, on or before the date of such request or on or before the proposed effective date of such request (the “Upsize Date”) (i) a Default or Event of Default has occurred and is continuing, (ii) an unpaid Margin Deficit exists, (iii) the Facility Debt Yield Test is not satisfied or (iv) 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. No request to exercise an Upsize Option shall be effective until Seller has paid to Buyer an amount equal to the applicable Upsize Fee, which Upsize Fee shall be due and payable on or prior to the Upsize Date.

Maximum Amount Upsize Option. At the Seller may request of Seller, Buyer may agree in its sole and absolute discretion up to one or more two (2) separate increases of the Maximum Amount from (i) $175,000,000 to either $225,000,000 or $275,000,000 and (ii) if the Maximum Amount has previously been increased to $225,000,000, from $225,000,000 to $275,000,000 (each an “Upsize Option”), in each case, case by giving the delivery of at least thirty (30) days prior written notice thereof to Seller approving such requested increaseBuyer. Any such request by Seller shall specify the requested increase amount, which No Upsize Option shall be in increments of $50,000,000allowed on or after the Revolving Period Expiration Date. Seller’s request(s) to exercise any Upsize Option may be approved or denied by Buyer, and the proposed effective date for such increase. In no event shall the Maximum Amount be increased to an amount greater than $500,000,000 in the aggregate. Buyer may approve or deny any such request in its sole discretion, 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. Seller’s request(s) to exercise any Upsize Option will be deemed to be denied if, on or before the date of such request or on or before the proposed effective date of such request (the “Upsize Date”) (i) a Default or Event of Default has occurred and is continuing, (ii) an unpaid Margin Deficit exists, (iii) the Facility Debt Yield Test or any Sub-Limit is not satisfied or satisfied, (iviii) 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, or (iv) an unsatisfied Margin Deficit exists. No request to exercise an Upsize Option shall be effective until Seller has paid to Buyer an amount equal to the Upsize Fee, which Upsize Fee shall be due and payable on the Upsize Date.