Common use of Optional Increase in Commitments Clause in Contracts

Optional Increase in Commitments. The Company may from time to time, by means of a letter to the Administrative Agent substantially in the form of Exhibit K, request that the Aggregate U.S. Commitment or the Aggregate Canadian Commitment be increased by (a) increasing the amount of the U.S. Commitment or the Canadian Commitment, as applicable, of one or more Lenders that have agreed to such increase and/or (b) adding an Eligible Assignee as a party hereto with a U.S. Commitment or a Canadian Commitment in an amount agreed to by such Eligible Assignee; provided that (i) no Eligible Assignee shall be added as a party hereto unless such Eligible Assignee shall have been approved in writing by the Administrative Agent and, in the case of the addition of a Canadian Lender, the Canadian Agent (which approvals shall not be unreasonably 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 lesser of (A) U.S.$75,000,000 and (B) the amount of the Aggregate U.S. 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 amount of the Aggregate U.S. Commitment or the Aggregate Canadian Commitment pursuant to this Section 2.21 shall become effective three Business Days after the date on which the 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 K (in the case of an increase in the amount of the U.S. Commitment or Canadian Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Eligible Assignee as a new Lender) or on such other date as is agreed among the Company, the Administrative Agent (or, in the case of an increase in the Aggregate Canadian Commitment, the Agents) and the increasing or new Lender. The Administrative Agent shall promptly notify the Company, the Canadian Agent and the Lenders of any increase in the Aggregate U.S. Commitment or the Aggregate Canadian Commitment pursuant to this Section 2.21 (which notice shall include a schedule substantially in the form of Schedule 2.1 setting for the Commitments and Pro Rata Shares of the Lenders after giving effect to such increase). The Company acknowledges that, in order to maintain U.S. Loans in accordance with each U.S. Lender’s U.S. Pro Rata Share, a reallocation of the U.S. Commitments as a result of a non-pro-rata increase in the amount of the Aggregate U.S. Commitment may require prepayment of all or portions of outstanding Eurodollar Loans on the date of such increase (and any such prepayment shall be subject to the provisions of Section 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.

Optional Increase in Commitments. The Company Either Borrower may from time to at any time, by means of a letter to the Administrative Applicable Agent substantially in the form of Exhibit EXHIBIT K, request that the Aggregate U.S. Commitment combined Canadian Commitments (in the case of Parent) or the Aggregate Canadian Commitment combined U.S. Commitments (in the case of the Company) be increased by (a) increasing the amount of the U.S. Canadian Commitment or the Canadian U.S. Commitment, as applicable, of one or more Lenders that which have agreed to such increase and/or (b) adding an Eligible Assignee a bank or other financial institution (a "NEW LENDER") as a party hereto with a U.S. Canadian Commitment or a Canadian Commitment U.S. Commitment, as the case may be, in an amount agreed to by such Eligible AssigneeNew Lender; provided PROVIDED that (i) no Eligible Assignee Person shall be added as a party hereto unless such Eligible Assignee shall have been approved in writing by without the Administrative Agent and, in the case written consent of the addition of a Canadian Lender, the Canadian each Agent (which approvals shall not be unreasonably withheld or delayed), withheld) and (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 lesser of (A) U.S.$75,000,000 and (B) the aggregate amount of the Aggregate combined Canadian Commitments or the combined U.S. Commitment less $175,000,000 without Commitments exceed a Dollar Equivalent amount of U.S.$50,000,000 without, in each case, 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 amount of the Aggregate U.S. Commitment combined Canadian Commitments or the Aggregate Canadian Commitment combined U.S. Commitments pursuant to this Section 2.21 SECTION 2.12 shall become be effective three Business Days after the date on which the Administrative Applicable 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 amount of Canadian Commitment or the U.S. Commitment or 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 an Eligible Assignee a New Lender as a new Lenderparty hereto) or on such other date as is agreed among the CompanyApplicable Borrower, the Administrative Applicable 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 Administrative Applicable Agent shall promptly notify the Company, the Canadian Agent Applicable Borrower and the Lenders of any increase in the Aggregate U.S. Commitment amount of the combined Canadian Commitments or the Aggregate Canadian Commitment combined U.S. Commitments pursuant to this Section 2.21 (which notice shall include a schedule substantially in SECTION 2.12 and of the form of Schedule 2.1 setting for the Commitments Commitment and Pro Rata Shares Share of the Lenders each Lender after giving effect to such increase)thereto. The Company Each Borrower 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 U.S. Applicable Lender’s U.S. '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 amount of combined Canadian Commitments or the Aggregate combined U.S. Commitment Commitments may require prepayment of all or portions of certain Loans (and, in the case of Parent, of outstanding Eurodollar Loans Bankers' Acceptances and BA Equivalent Notes) on the date of such increase (and any such prepayment shall be subject to the provisions of Section 3.4SECTION 5.4). 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.