Common use of Increase in the Maximum Facility Amount Clause in Contracts

Increase in the Maximum Facility Amount. (a) Each Lender may, in their sole discretion, at the request of Borrower, increase the Commitment to the amount requested by the Borrower by increasing its Commitment, subject to the following conditions: (i) ▇▇▇▇▇▇▇▇ has delivered to Administrative Agent and Lenders a Facility Increase Request no less than sixty (60) days’ prior to the date of the proposed increase; (ii) The Borrower has executed a replacement Note payable to the order of Lenders in the outstanding principal amount of the increased Commitment; (iii) After giving effect to the increase in the Commitment, the Maximum Facility Amount will not exceed the Maximum Amount; (iv) No Event of Default or Default has occurred and is continuing or would result from such increase in the Commitment; (v) No Material Adverse Event has occurred; (vi) Borrower is in compliance with the financial covenants set forth in Section 2 of the Pricing Side Letter; (vii) As of the date of such increase, the representations and warranties contained in Section 6 and in each other Loan Document are true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they were true and correct as of such earlier date and except that for the purposes of this Section 2.4, the representations and warranties contained in Section 6.2 will be deemed, as of the date of such increase, to refer to the then-most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.1; (viii) Administrative Agent has received written consent from Freddie Mac, consenting to the increase to the Commitment; and (ix) Administrative Agent has provided Borrower with ▇▇▇▇▇▇▇’ written consent to such increase. (a) Notwithstanding anything to the contrary set forth herein, any increase in the Commitment is subject in all respects to the written consent (which may be by email) of the Administrative Agent (on behalf of the Lenders). (b) If Administrative Agent deems it advisable in its discretion, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ agree to execute an amendment to this Agreement, in form and substance acceptable to Lenders, to document an increase in the Commitment pursuant to this Section 2.5.

Increase in the Maximum Facility Amount. (a) Each Lender mayProvided that no Termination Event has occurred, and subject to compliance with the terms of Section 2.1(d) and this Section 2.17, with the written consent of the Administrative Agent, such consent to be given in their its sole and absolute discretion, at the request of Borrower, Borrowers may increase the Commitment to the amount requested by the Borrower by increasing its Commitment, subject to the following conditions: (i) ▇▇▇▇▇▇▇▇ has delivered to Administrative Agent and Lenders a Facility Increase Request no less than sixty (60) days’ prior to the date of the proposed increase; (ii) The Borrower has executed a replacement Note payable to the order of Lenders in the outstanding principal amount of the increased Commitment; (iii) After giving effect to the increase in the Commitment, the Maximum Facility Amount will to an amount not exceed the Maximum Amount; (iv) No Event of Default exceeding $300,000,000. Such increase may be done in one or Default has occurred and is continuing or would result from such increase in the Commitment; (v) No Material Adverse Event has occurred; (vi) Borrower is in compliance with the financial covenants set forth in Section 2 of the Pricing Side Letter; (vii) As of the date of such increase, the representations and warranties contained in Section 6 and in each other Loan Document are true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier datemore requested increases, in which case they were true and correct as of $20,000,000 increments, or such earlier date and except that for the purposes of this Section 2.4, the representations and warranties contained in Section 6.2 will lesser amount to be deemed, as of the date of such increase, to refer to the then-most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.1; (viii) Administrative Agent has received written consent from Freddie Mac, consenting to the increase to the Commitment; and (ix) Administrative Agent has provided Borrower with ▇▇▇▇▇▇▇’ written consent to such increase. (a) Notwithstanding anything to the contrary set forth herein, any increase in the Commitment is subject in all respects to the written consent (which may be determined by email) of the Administrative Agent (on behalf of the Lenderseach such increase, shall be referred to herein as a “Facility Increase”). (b) If The Administrative Agent deems it advisable shall determine the effective date of any Facility Increase (the “Increase Effective Date”) which (unless otherwise agreed in writing by the Administrative Agent) shall be no less than ten (10) Business Days after receipt of a Facility Increase Request and shall notify the Borrower and the Lenders of the Increase Effective Date. (c) The following are conditions precedent to such increase: (i) the Borrower shall deliver to Administrative Agent a Facility Increase Request and resolutions adopted by the Borrower approving or consenting to such increase, certified by a Responsible Officer of the Borrower that such resolutions are true and correct copies thereof and are in full force and effect; (ii) on or prior to the proposed date of such Facility Increase, the Borrower shall have paid to the Administrative Agent the Facility Increase Fee; (iii) if applicable, the Borrower shall execute a replacement Variable Funding Note payable to the Administrative Agent reflecting the Facility Increase; and (iv) on the Increase Effective Date, (x) an existing Committed Lender or Committed Lenders may increase its Commitment to support any Facility Increase, in its sole discretion, ▇▇▇▇▇▇▇▇ and/or (y) an additional Committed Lender or Committed Lenders shall have joined this agreement in accordance with Section 2.1(d) and, after giving effect thereto, the aggregate Commitments of such increasing and ▇▇▇▇▇▇▇ agree additional Committed Lenders shall be at least equal to execute the amount of such Facility Increase. For the avoidance of doubt, any Facility Increase will be on the same terms as contained herein. No Lender will be required to commit to provide any portion of any Facility Increase. (d) On any Increase Effective Date with respect to any Facility Increase (whether pursuant to a new Committed Lender joining this Agreement or an amendment to this Agreementexisting Committed Lender increasing its Commitment), in form and substance acceptable to Lenders, to document an increase in the Commitment Administrative Agent will reallocate the outstanding Advances hereunder (including any Advances made by any new or increasing Committed Lender pursuant to this Section 2.52.17) such that, after giving effect thereto, the ratio of each Committed Lender’s (including each new or increasing Committed Lender’s) share of outstanding Advances to its share of Commitments is the same as that of each other Committed Lender. For the avoidance of doubt, such reallocation may require the reallocation of Advances from an existing Committed Lender to a new or increasing Committed Lender. In connection with any such reallocation of the outstanding Advances, the (i) Administrative Agent will give advance notice to each Committed Lender which is required to fund any amount or receive any partial repayment in connection therewith and (ii) applicable Committed Lender or Committed Lenders will fund such amounts up to their respective shares of the Advances being reallocated and the Administrative Agent shall remit to any applicable Committed Lenders its applicable portion of such funded amount if necessary to give effect to the reallocation of such Advances. In connection with such repayment made with respect to such reallocation (to the extent such repayment is required), the Borrower shall pay (i) all interest due on the amount repaid to the date of repayment on the immediately following Payment Date and (ii) any amounts due as a result of such reallocation occurring on any date other than a Payment Date. (e) On the Amendment Effective Date, the Advances outstanding shall be reallocated such that, after giving effect thereto, the ratio of each Committed Lender’s (including KeyBank’s) share of outstanding Advances to its Commitment is the same as that of each other Committed Lender. Such reallocation shall require a payment by KeyBank to DZ Bank (or Autobahn) thereby increasing the Advances funded by KeyBank and reducing the Advances funded by DZ Bank (or Autobahn). Such reallocation shall be made in the amount and to the account notified by Administrative Agent to Keybank in writing at least one Business Day after the Amendment Effective Date. The Borrower shall pay all interest due on the Advances of DZ Bank (or Autobahn) repaid to the date of repayment on the immediately following Payment Date.

Increase in the Maximum Facility Amount. (a) Each Lender may, in their sole discretion, at the request of Borrower, increase the Commitment to the amount requested by the Borrower by increasing its Commitment, subject to the following conditions: (i) ▇▇▇▇▇▇▇▇ has delivered to Administrative Agent and Lenders a Facility Increase Request no less than sixty (60) days’ prior to the date of the proposed increase; (ii) The Borrower has executed a replacement Note payable to the order of Lenders in the outstanding principal amount of the increased Commitment; (iii) After giving effect to the increase in the Commitment, the Maximum Facility Amount will not exceed the Maximum Amount; (iv) No Event of Default or Default has occurred and is continuing or would result from such increase in the Commitment; (v) No Material Adverse Event has occurred; (vi) Borrower is in compliance with the financial covenants set forth in Section 2 of the Pricing Side Letter; (vii) As of the date of such increase, the representations and warranties contained in Section 6 and in each other Loan Document are true and 19 Credit and Security Agreement / correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they were true and correct as of such earlier date and except that for the purposes of this Section 2.4, the representations and warranties contained in Section 6.2 will be deemed, as of the date of such increase, to refer to the then-most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.1; (viii) Administrative Agent has received written consent from Freddie Mac, consenting to the increase to the Commitment; and (ix) Administrative Agent has provided Borrower with ▇▇▇▇▇▇▇’ written consent to such increase. (a) Notwithstanding anything to the contrary set forth herein, any increase in the Commitment is subject in all respects to the written consent (which may be by email) of the Administrative Agent (on behalf of the Lenders). (b) If Administrative Agent deems it advisable in its discretion, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ agree to execute an amendment to this Agreement, in form and substance acceptable to Lenders, to document an increase in the Commitment pursuant to this Section 2.5.