Common use of Commitment Increases Clause in Contracts

Commitment Increases. Subject to the terms and conditions hereof, at any time after the Closing Date and up to the Maturity Date, provided that no Default has occurred and is continuing and Excess Availability is not less than $40,000,000, the Borrowers may request that the Lenders increase the Commitments by an aggregate amount of up to $100,000,000 (each such commitment increase, a "COMMITMENT INCREASE"). Notwithstanding anything in this Agreement, no Commitment Increase shall require the approval of any Lender other than any Lender providing all or part of the Commitment Increase, no Lender shall be required to provide all or part of any Commitment Increase unless it agrees to do so in its sole discretion, and the aggregate amount of all Commitment Increases shall not exceed $100,000,000. Any Commitment Increase shall be offered by the Borrowers to the Lenders pro rata in accordance with the Commitments of the Lenders on the date that the Commitment Increase is requested. The Lenders shall have fifteen (15) Business Days to respond to any request for a Commitment Increase. Any Lender which fails to respond to a request for a Commitment Increase within such fifteen-day period will be deemed to have declined the request for such portion of the requested Commitment Increase. If any portion of a requested Commitment Increase is not provided by the Lenders, then the Borrowers may request that one or more Persons acceptable to the Administrative Agent and the Canadian Administrative Agent provide such Commitment Increase. In any such case, the Person providing such portion of the requested Commitment Increase shall execute and deliver to the Administrative Agent, the Canadian Administrative Agent and the Borrowers all such documentation as may be reasonably required by the Administrative Agent and the Canadian Administrative Agent to evidence such Commitment Increase (including the fact that such Person shall have become a Lender under this Agreement). The Administrative Agent will notify the Lenders upon the implementation of any Commitment Increase.

Commitment Increases. Subject to (a) The Borrower Agent shall have the terms and conditions hereof, right at any time, and from time after to time, to request one or more increases in the Closing Date amount of the total Revolving Commitments (each such increase, which may consist of U.S. Revolving Commitments or Canadian Revolving Commitments, a “Revolving Commitment Increase”) in an aggregate amount not to exceed the sum of (i) $175,000,000 (less the aggregate principal amount of any Indebtedness incurred in reliance on clause (1)(B)(I) of the definition of “Permitted Indebtedness”) and up (ii) any voluntary commitment reductions undertaken pursuant to the Maturity Date, provided Section 2.09 or 2.19(c). (b) Each Revolving Commitment Increase shall be in an aggregate principal amount that no Default has occurred and is continuing and Excess Availability is not less than $40,000,000, 5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the Borrowers may request that the Lenders increase the Commitments by an aggregate amount limit set forth below) (and in minimum increments of up to $100,000,000 1,000,000 in excess thereof). (each such commitment increase, a "COMMITMENT INCREASE"). Notwithstanding anything in this Agreement, no c) The effectiveness of any Revolving Commitment Increase shall require the approval be subject, on date of any Lender other than any Lender providing all or part such Revolving Commitment Increase, of each of the following conditions: (i) after giving effect to the effectiveness of the Revolving Commitment Increase, no Lender Default or Event of Default shall exist; (ii) the representations and warranties set forth in Article III shall be true and correct in all material respects (although any representations and warranties which expressly relate to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be; (iii) the final maturity of such Revolving Commitment Increase shall be no earlier than the Latest Maturity Date of the Revolving Commitments in existence immediately prior to such Revolving Commitment Increase; (iv) if the pricing terms (other than fees that are subject to clause (v) below) for such Revolving Commitment Increase are more favorable than the applicable margins and commitment fee in effect with respect to the Revolving Commitments of the applicable Class in effect immediately prior to such Revolving Commitment Increase, then the pricing terms with respect to the Revolving Commitments shall be increased to be consistent with that for such Revolving Credit Increase; and (v) the Revolving Commitment Increase shall be on terms and pursuant to documentation applicable to the Revolving Commitments, except with respect to any arrangement, upfront or similar fees that may be agreed to among the Company and the Lenders providing such additional commitments. (d) The Borrower Agent may, but shall not be obligated to, offer any existing Lender the opportunity to provide all or part of any Revolving Commitment Increase unless it agrees (each of which shall be entitled to do so agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith (any such other bank, financial institution or other investor being called an “Additional Lender”); provided that the Agent, applicable Issuing Bank and applicable Swingline Lender shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increase if such consent would be required under Section 9.04 for an assignment of Loans and/or Commitments to such Additional Lender. (e) The Agent shall promptly notify each Lender as to the effectiveness of each Revolving Commitment Increase, and at such time (A) the aggregate total Revolving Commitments and the aggregate total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of all such Revolving Commitment Increases shall not exceed $100,000,000. Any Increases, (B) the Commitment Increase Schedule shall be offered by deemed modified, without further action, to reflect the Borrowers to the Lenders pro rata in accordance with the revised Revolving Commitments of the Lenders on the date that the Commitment Increase is requested. The Lenders Lenders, and (C) this Agreement shall have fifteen (15) Business Days to respond to any request for a Commitment Increase. Any Lender which fails to respond to a request for a Commitment Increase within such fifteen-day period will be deemed to have declined the request for such portion of the requested Commitment Increase. If any portion of a requested Commitment Increase is not provided by the Lendersamended, then the Borrowers may request that one or more Persons acceptable without further action, to the Administrative Agent and the Canadian Administrative Agent provide extent necessary to reflect such Commitment Increase. In any such case, the Person providing such portion of the requested Commitment Increase shall execute and deliver to the Administrative Agent, the Canadian Administrative Agent and the Borrowers all such documentation as may be reasonably required by the Administrative Agent and the Canadian Administrative Agent to evidence such Commitment Increase (including the fact that such Person shall have become a Lender under this Agreement). The Administrative Agent will notify the Lenders upon the implementation of any Commitment Increaseincreased aggregate total Commitments.

Commitment Increases. Subject (a) From time to the terms and conditions hereof, at any time after the Closing Date and up to the Maturity Date, provided that no Default has occurred and is continuing and Excess Availability is not less than $40,000,000in accordance with this Section 1.16, the US Borrowers may request that an increase to the Lenders US Tranche A Loan Commitment and/or the US Tranche A1 Loan Commitment and the Canadian Borrowers may request an increase in the Commitments by an aggregate amount of up to $100,000,000 Canadian Tranche A Loan Commitment and/or the Canadian Tranche A1 Loan Commitment (each such commitment increase, a "COMMITMENT INCREASE"). Notwithstanding anything in this Agreement, no “Commitment Increase”) so long as the following conditions are satisfied: (i) the applicable Borrowers deliver to the applicable Agents not later than 1:00pm (New York time) 5 Business Days prior to the Business Day immediately prior to the Business Day on which the Borrowers request such Commitment Increase shall require to be effective, a Commitment Increase Request in the approval form attached as Exhibit 1.16 (“Commitment Increase Request”); (ii) at the time of and immediately after giving effect to any Lender other than any Lender providing all or part of the such proposed Commitment Increase, no Lender Default or Event of Default shall be required to provide all or part of any exist, (iii) such Commitment Increase unless it agrees to do so is in its sole discretiona minimum amount of $5,000,000 and integral multiples thereof, and the aggregate amount of all such Commitment Increases shall does not exceed $100,000,000. Any the Aggregate Accordion Commitment; (iv) each condition set forth in Section 2.2 has been met and (v) the applicable Borrowers pay a commitment increase fee to the Applicable Agents, for the ratable benefit of the Lenders whose Commitments are being increased, equal to 0.50% multiplied by the principal amount of such Commitment Increase. (b) Provided that the conditions set forth in Section 1.16(a) are satisfied, each Commitment Increase shall be offered by the Borrowers to the Lenders pro rata in accordance with the Commitments of the Lenders on effective as the date that specified in the applicable Commitment Increase is requested. The Lenders shall have fifteen (15) Business Days to respond to any request for a Commitment Increase. Any Lender which fails to respond to a request for a Commitment Increase within Request and on such fifteen-day period will be deemed to have declined date the request for principal amount of such portion of the requested Commitment Increase. If any portion of a requested Commitment Increase is not provided by the Lenders, then the Borrowers may request that one or more Persons acceptable to the Administrative Agent and the Canadian Administrative Agent provide such Commitment Increase. In any such case, the Person providing such portion of the requested Commitment Increase shall execute and deliver be ratably allocated to the Administrative Agent, the Canadian Administrative Agent and the Borrowers all such documentation as may be reasonably required by the Administrative Agent and the Canadian Administrative Agent to evidence such Commitment Increase (including the fact that such Person shall have become a Lender under this Agreement). The Administrative Agent will notify the Lenders upon the implementation of any Commitment Increaseeach Lender.