Common use of Optional Increase in Commitments Clause in Contracts

Optional Increase in Commitments. Either Borrower may at any time, by means of a letter to the Applicable Agent substantially in the form of EXHIBIT K, request that the combined Canadian Commitments (in the case of Parent) or the combined U.S. Commitments (in the case of the Company) be increased by (a) increasing the Canadian Commitment or the U.S. Commitment, as applicable, of one or more Lenders which have agreed to such increase and/or (b) adding a bank or other financial institution (a "NEW LENDER") as a party hereto with a Canadian Commitment or a U.S. Commitment, as the case may be, in an amount agreed to by such New Lender; PROVIDED that (i) no Person shall be added as a party hereto without the written consent of each Agent (which shall not be unreasonably withheld) and (ii) in no event shall the aggregate amount of the combined Canadian Commitments or the combined U.S. Commitments exceed a Dollar Equivalent amount of U.S.$50,000,000 without, in each case, the written consent of all Lenders. Any increase in the combined Canadian Commitments or the combined U.S. Commitments pursuant to this SECTION 2.12 shall be effective three Business Days after the date on which the Applicable Agent has received and accepted the applicable increase letter in the form of Annex 1 to EXHIBIT K (in the case of an increase in the Canadian Commitment or the U.S. Commitment of an existing Lender) or assumption letter in the form of Annex 2 to EXHIBIT K (in the case of the addition of a New Lender as a party hereto) or on such other date as is agreed among the Applicable Borrower, the Applicable Agent and the applicable increasing Lender or New Lender. The Applicable Agent shall promptly notify the Applicable Borrower and the Lenders of any increase in the amount of the combined Canadian Commitments or the combined U.S. Commitments pursuant to this SECTION 2.12 and of the Commitment and Pro Rata Share of each Lender after giving effect thereto. Each Borrower acknowledges that, in order to maintain Loans (and, in the case of Parent, Bankers' Acceptances and BA Equivalent Notes) in accordance with each Applicable Lender's Pro Rata Share, a reallocation of the Canadian Commitments or the U.S. Commitments as a result of a non-pro-rata increase in the combined Canadian Commitments or the combined U.S. Commitments may require prepayment of all or portions of certain Loans (and, in the case of Parent, of outstanding Bankers' Acceptances and BA Equivalent Notes) on the date of such increase (and any such prepayment shall be subject to the provisions of SECTION 5.4).

Optional Increase in Commitments. Either Borrower The Company may at any from time to time, by means of a letter to the Applicable Administrative Agent substantially in the form of EXHIBIT Exhibit K, request that the combined Canadian Commitments (in the case of Parent) Aggregate U.S. Commitment or the combined U.S. Commitments (in the case of the Company) Aggregate Canadian Commitment be increased by (a) increasing the Canadian amount of the U.S. Commitment or the U.S. Canadian Commitment, as applicable, of one or more Lenders which that have agreed to such increase and/or (b) adding a bank or other financial institution (a "NEW LENDER") an Eligible Assignee as a party hereto with a Canadian U.S. Commitment or a U.S. Commitment, as the case may be, Canadian Commitment in an amount agreed to by such New LenderEligible Assignee; PROVIDED provided that (i) no Person Eligible Assignee shall be added as a party hereto without unless such Eligible Assignee shall have been approved in writing by the written consent Administrative Agent and, in the case of each the addition of a Canadian Lender, the Canadian Agent (which approvals shall not be unreasonably withheld) and withheld or delayed), (ii) the aggregate amount of all increases permitted pursuant to this Section 2.21 shall not exceed U.S.$75,000,000 (of which not more than $75,000,000 may be increases in the Aggregate U.S. Commitment and not more than $25,000,000 may be increases in the Aggregate Canadian Commitment), (iii) in no event shall Aggregate Canadian Commitment exceed the aggregate lesser of (A) U.S.$75,000,000 and (B) the amount of the combined Canadian Commitments or the combined Aggregate U.S. Commitments exceed a Dollar Equivalent amount of U.S.$50,000,000 without, in each case, Commitment less $175,000,000 without the written consent of all Lenders, (iv) unless the Canadian Agent and all Canadian Lenders otherwise consent, no increase in the Canadian Commitment shall be made at any time that any Canadian Banker’s Acceptances or Canadian BA Equivalent Notes are outstanding; (v) at the time of any such increase and after giving effect thereto, no Event of Default or Unmatured Event of Default shall exist and (vi) both before and after giving effect to any such increase, the Company shall be in pro forma compliance with all financial covenants set forth in Section 7. Any increase in the combined Canadian Commitments amount of the Aggregate U.S. Commitment or the combined U.S. Commitments Aggregate Canadian Commitment pursuant to this SECTION 2.12 Section 2.21 shall be become effective three Business Days after the date on which the Applicable Administrative Agent has (or, in the case of an increase in the Aggregate Canadian Commitment, the Agents have) received and accepted the applicable increase letter in the form of Annex 1 to EXHIBIT Exhibit K (in the case of an increase in the Canadian amount of the U.S. Commitment or the U.S. Canadian Commitment of an existing Lender) or assumption letter in the form of Annex 2 to EXHIBIT Exhibit K (in the case of the addition of a New Lender an Eligible Assignee as a party heretonew Lender) or on such other date as is agreed among the Applicable BorrowerCompany, the Applicable Administrative Agent (or, in the case of an increase in the Aggregate Canadian Commitment, the Agents) and the applicable increasing Lender or New new Lender. The Applicable Administrative Agent shall promptly notify the Applicable Borrower Company, the Canadian Agent and the Lenders of any increase in the amount of the combined Canadian Commitments Aggregate U.S. Commitment or the combined U.S. Commitments Aggregate Canadian Commitment pursuant to this SECTION 2.12 and Section 2.21 (which notice shall include a schedule substantially in the form of Schedule 2.1 setting for the Commitment Commitments and Pro Rata Share Shares of each Lender the Lenders after giving effect theretoto such increase). Each Borrower The Company acknowledges that, in order to maintain U.S. Loans (and, in the case of Parent, Bankers' Acceptances and BA Equivalent Notes) in accordance with each Applicable U.S. Lender's ’s U.S. Pro Rata Share, a reallocation of the Canadian Commitments or the U.S. Commitments as a result of a non-pro-rata increase in the combined Canadian Commitments or amount of the combined Aggregate U.S. Commitments Commitment may require prepayment of all or portions of certain outstanding Eurodollar Loans (and, in the case of Parent, of outstanding Bankers' Acceptances and BA Equivalent Notes) on the date of such increase (and any such prepayment shall be subject to the provisions of SECTION 5.4Section 3.4). Notwithstanding any other provision of this Agreement, if the Aggregate U.S. Commitment is being increased pursuant to this Section 2.21, the Company, the Administrative Agent, each Additional and each increasing Lender, as applicable, may make arrangements satisfactory to such parties to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Eurodollar Loans of the other U.S. Lenders (rather than fund its U.S. Pro Rata Share of all outstanding Eurodollar Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with such increase in the Aggregate U.S. Commitment.