Common use of Maximum Amount Upsize Option Clause in Contracts

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. 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 Seller, at any time from and after September 30May 12, 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. Provided that the current Maximum Amount has been reduced Seller shall have a one-time right to request an amount less than $350,000,000 in accordance with Section 3.06(d) below, at the request increase 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 to $250,000,000 (the exercise of any such increase option, an “Upsize Option”), in each case, ) by giving written notice thereof delivered to Seller approving such requested increase; provided, that Buyer not less than five (i5) 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 Business Days prior 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 of such increaseUpsize Option. Seller’s request to exercise the Upsize Option may be approved or denied by 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 unless each of the following has occurred and conditions is continuing satisfied as of the proposed effective date of the related increase such Upsize Option, as determined by Buyer in the Maximum Amountits sole discretion: (i) a the Revolving Period Expiration Date shall not have occurred, (ii) [reserved], (iii) no monetary Default, material non-monetary Default or Event of Default has shall have occurred and is be continuing, (iiiv) an accrued and unpaid no Margin Deficit exists or resulting in a Margin Call shall be outstanding, (iiiv) Seller shall be in compliance with the Facility Debt Yield Test, (vi) [reserved], and (vii) if requested by Buyer, Seller shall have delivered to Buyer has requested a new or updated Beneficial Ownership Certification, as applicable, in relation to Seller (to the extent that Seller qualifies as a “legal entity customer”), ” under the Beneficial Ownership Regulation. No Upsize Option shall be effective unless and until 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 paid the Upsize Fee on or before the effective date of each related increase in the Maximum Amountto Buyer.

Maximum Amount Upsize Option. Provided that the current Maximum Amount has been reduced Seller may from time to time request an amount less than $350,000,000 in accordance with Section 3.06(d) below, at the request increase 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 optioneach, 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 100,000,000 by written notice delivered to Buyer not less than five (5) Business Days prior to the proposed effective date for of such increaseUpsize Option. Seller’s request to exercise the Upsize Option may be approved or denied by 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 unless each of the following has occurred and conditions is continuing satisfied as of the proposed effective date of the related increase such Upsize Option, as determined by Buyer in the Maximum Amountits sole discretion: (i) a the Maximum Amount after giving effect to such Upsize Option shall not exceed $500,000,000, (ii) no Default or Event of Default has shall have occurred and is be continuing, (iiiii) an accrued and unpaid no Margin Deficit exists or resulting in a Margin Call shall be outstanding, (iiiiv) Seller shall be in compliance with the Facility Debt Yield Test, (v) no Credit Event shall have occurred and remain uncured with respect to any Purchased Asset, and (vi) if requested by Buyer, Seller shall have delivered to Buyer has requested a new or updated Beneficial Ownership Certification, as applicable, in relation to Seller (to the extent that Seller qualifies as a “legal entity customer”), ” under the Beneficial Ownership Regulation. No Upsize Option shall be effective unless and until 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 paid the Upsize Fee on or before the effective date of each related increase in the Maximum Amountto Buyer.

Maximum Amount Upsize Option. Provided that the current Maximum Amount has been reduced Seller may request up 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 separate increases of the Maximum Amount from (i) $175,000,000 to either $225,000,000 or $275,000,000 and (ii) if the exercise of any such increase optionMaximum 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 increase; provided, that (i) no Buyer. No Upsize Option shall be allowed on or after the Funding Revolving Period Expiration Date and (iiDate. Seller’s request(s) in no event shall the Maximum Amount be increased pursuant to exercise any Upsize Option to an amount greater than $350,000,000. Any such request may be approved or denied by Seller shall specify the requested increase amountBuyer, 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, 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 Seller’s request(s) to exercise any Upsize Option will be deemed to be denied if any if, on or before the date of the following has occurred and is continuing as of such request or on or before the proposed effective date of such request (the related increase in the Maximum Amount: “Upsize Date”) (i) a Default or Event of Default has occurred and is continuing, (ii) an accrued and unpaid Margin Deficit exists the Facility Debt Yield Test or any Sub-Limit is not satisfied, (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, or (iv) an unsatisfied Margin Deficit exists. In connection with any No request to exercise of an Upsize Option, Option shall be effective until Seller shall pay has paid to Buyer an amount equal to the Upsize Fee, which Upsize Fee shall be due and payable on or before the effective date of each related increase in the Maximum AmountUpsize Date.

Maximum Amount Upsize Option. Provided that the current Maximum Amount has been reduced Seller may request up 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 yearseparate increases of the Maximum Amount. The first increase, if requested, shall be for an increase of the Maximum Amount from $100,000,000 to either $150,000,000 or $200,000,000, and if the first such request results in an approval of the Maximum Amount being increased to $150,000,000 in accordance with the terms hereof, then Seller may submit a second request to increase the Maximum Amount from $150,000,000 to $200,000,000. Each request for an increase of the Maximum Amount (the exercise of any such increase optioneach, an “Upsize Option”), shall be effected by delivery of written notice to Buyer, and, 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 propose an effective date for the requested increase amountthat is no later than the last day of the Funding Period. Any Upsize Option may be approved or denied by Buyer, 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 . The failure of Buyer to respond deliver notice to Seller approving any requested increase in writing to such request on a timely basis the Maximum Amount shall be deemed to be a denial thereof by Buyer’s determination not to increase the Maximum Amount. 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) the Facility Debt Yield Test is not satisfied, (iii) an accrued and unpaid Margin Deficit exists or (iiiiv) 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.” (i) Clauses (ii) and (iii) of Section 3.07(b) of the Repurchase Agreement are hereby amended and restated in their entirety to read as follows:

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 At any time from and after September 30the Target Capital Trigger Date has occurred, 2022, Buyer Seller may agree in its sole discretion, on one or more occasions but not more frequently than request up to two (2) times during any calendar yearseparate increases of the Maximum Amount. The first increase, if requested, shall be for an increase of the Maximum Amount from $75,000,000 to either $150,000,000 or $200,000,000 and shall propose an effective date for the requested increase that is no later than the last day of the Funding Period. If the first such request resulted in an approval of the Maximum Amount being increased to $150,000,000, then Seller may submit a second request to increase the Maximum Amount from $150,000,000 to $200,000,000. Each request for an increase of the Maximum Amount (the exercise of any such increase optioneach, an “Upsize Option”), in each case, shall be effected by giving delivery of 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 amountBuyer, which shall be include, in minimum increments the case of $50,000,000the notice delivered in connection with the first such Upsize Option, and evidence satisfactory to Buyer of the proposed effective date for occurrence of the Target Capital Trigger Date, with such increase. supporting details as Buyer may approve require. Any Upsize Option may be approved or deny any such request denied by Buyer, in its sole discretion, and any . The failure of Buyer to respond deliver notice to Seller approving the requested increase in writing to such request on a timely basis the Maximum Amount shall be deemed to be a denial thereof by Buyer’s determination not to increase the Maximum Amount. 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) the Facility Debt Yield Test is not satisfied or (iii) 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 Buyerexists. 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. Provided that the current Maximum Amount has been reduced Seller shall have up to an amount less than $350,000,000 in accordance with Section 3.06(dthree (3) 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 options (2) times during any calendar year, to increase the Maximum Amount (the exercise of any such increase optioneach, an “Upsize Option”), ) to request in each case, writing to Buyer an increase of the then-current Maximum Amount by giving written notice thereof to Seller approving such requested increasethe applicable Upsize Option Amount; 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 $350,000,0001,000,000,000, and in no event may Seller request an Upsize Option after the Funding Expiration Date. Any such Each request by Seller shall specify the requested increase amount, which shall may be in minimum increments of $50,000,000, and the proposed effective date for such increase. granted or denied by Buyer may approve or deny any such request in its sole and absolute discretion, and any failure of no Upsize Option shall be effective unless, in each case, Buyer to respond has approved such Upsize Option in writing to such request on a timely basis shall be deemed to be a denial thereof by Buyer. Any request for increase and given Seller written notice of the Maximum Amount 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 any if, on the date of the following has occurred and is continuing as of such request or on the proposed effective date of the related such increase in the Maximum Amount: (i) a Default or Event of Default has occurred and is continuing, (ii) an accrued and unpaid any unsatisfied Margin Deficit exists or exists, (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 , or (iv) Seller has failed to pay the initial installment of an Upsize Option, Seller shall pay to Buyer the applicable Upsize Fee on or before the effective date of each related increase in the Maximum Amount.to Buyer. USActive 54127356.6