Common use of U.S. Revolving Commitment Increases Clause in Contracts

U.S. Revolving Commitment Increases. (i) The Agent or any other Person may arrange for existing U.S. Revolving Lenders to increase their U.S. Revolving Commitments or for other Persons to become a U.S. Revolving Lender hereunder and to issue revolving commitments in an amount equal to the amount of the increase in the aggregate total of U.S. Revolving Commitments requested by the Borrower Agent (each such increase by either means, a “U.S. Revolving Commitment Increase”, and each such Person issuing, or Lender increasing, its U.S. Revolving Commitment, an “Additional U.S. Revolving Commitment Lender”); provided, however, that (A) no U.S. Revolving Lender shall be obligated to provide a U.S. Revolving Commitment Increase as a result of any such request by the Borrower Agent, and the Borrower Agent shall not be obligated to provide any existing U.S. Revolving Lender with the opportunity to provide a U.S. Revolving Commitment Increase, (B) any Additional U.S. Revolving Commitment Lender which is not an existing U.S. Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent, each U.S. Issuing Bank and the Borrower Agent (each such consent not to be unreasonably withheld) and (C) the aggregate amount of increases in the U.S. Revolving Commitments shall not exceed $200,000,000 less the aggregate Dollar Equivalent of all increases in the Canadian Revolving Commitments in accordance with Section 2.23(c). Each U.S. Revolving Commitment Increase shall be in a minimum aggregate amount of at least $50,000,000 and in integral multiples of $1,000,000 in excess thereof. Each U.S. Revolving Commitment Increase shall be subject to the terms and conditions set forth in this Section 2.23(b) and any U.S. Revolving Loans pursuant to such U.S. Revolving Commitment Increase or new U.S. Revolving Commitments shall be on the same terms and conditions as all other U.S. Revolving Loans (including the Applicable Rate), except with respect to any fees payable in connection therewith as may be separately agreed among the Borrower Agent and the Additional U.S. Revolving Commitment Lenders. The proceeds of any U.S. Revolving Commitment Increase may be used for general corporate purposes. (ii) No U.S. Revolving Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (A) the Borrower Agent, the Agent, and any Additional U.S. Revolving Commitment Lender shall have executed and delivered a customary joinder to the Loan Documents; (B) the Borrowers shall have paid such fees and other compensation as the Borrower Agent and each such Additional U.S. Revolving Commitment Lender may agree; (C) the Borrower Agent shall have delivered to the Agent and the U.S. Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the U.S. Borrowers reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Effective Date shall be satisfactory to the Agent) and dated such date; (D) to the extent requested by any Additional U.S. Revolving Commitment Lender, a promissory note will be issued at the U.S. Borrowers’ expense, to each such Additional U.S. Revolving Commitment Lender, to be in conformity with the requirements of Section 2.10 (with appropriate modification) to the extent necessary to reflect the new U.S. Revolving Commitment of such Additional U.S. Revolving Commitment Lender; and (E) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each U.S. Borrower approving or consenting to such U.S. Revolving Commitment Increase and (2) a certificate of a Responsible Officer of the Company to the effect that, after giving effect to the requested U.S. Revolving Commitment Increase, (x) no Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such U.S. Revolving Credit Increase, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (iii) The Agent shall promptly notify each Lender as to the effectiveness of each U.S. Commitment Increase (with each date of such effectiveness being referred to herein as a “U.S. Revolving Commitment Increase Date”), and at such time (A) the aggregate total U.S. Revolving Commitments and the aggregate total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such U.S. Revolving Commitment Increases, (B) the Commitment Schedule shall be deemed modified, without further action, to reflect the revised U.S. Revolving Commitments of the Lenders, and (C) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased aggregate total Commitments. (iv) In connection with U.S. Revolving Commitment Increases hereunder, the U.S. Lenders and the U.S. Borrowers agree that, notwithstanding anything to the contrary in this Agreement, (A) the U.S. Borrowers shall, in coordination with the Agent, (1) repay outstanding U.S. Revolving Loans of certain U.S. Lenders, and obtain U.S. Revolving Loans from certain other U.S. Revolving Lenders (including the Additional U.S. Revolving Commitment Lenders), or (2) take such other actions as reasonably may be required by the Agent, in each case to the extent necessary so that all of the U.S. Revolving Lenders effectively participate in each of the outstanding U.S. Revolving Loans pro rata on the basis of their Applicable Percentages (determined after giving effect to any increase in the aggregate total U.S. Revolving Commitments pursuant to this Section 2.23); and (B) the U.S. Borrowers shall pay to the U.S. Revolving Lenders any costs of the type referred to in Section 2.16 in connection with any repayment and/or prepayment of U.S. Revolving Loans required pursuant to preceding clause (A). Without limiting the obligations of the U.S. Borrowers provided for in this Section 2.23(b), the Agent and the U.S. Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.16 which the U.S. Borrowers would otherwise occur in connection with the implementation of an increase in the aggregate total U.S. Revolving Commitments and the aggregate total Commitments hereunder.

U.S. Revolving Commitment Increases. (i) The Agent or any other Person may arrange for existing U.S. Revolving Lenders to increase their U.S. Revolving Commitments or for other Persons to become a U.S. Revolving Lender hereunder and to issue revolving commitments in an amount equal to the amount of the increase in the aggregate total of U.S. Revolving Commitments requested by the Borrower Agent (each such increase by either means, a “U.S. Revolving Commitment Increase”, and each such Person issuing, or Lender increasing, its U.S. Revolving Commitment, an “Additional U.S. Revolving Commitment Lender”); provided, however, that (A) no U.S. Revolving Lender shall be obligated to provide a U.S. Revolving Commitment Increase as a result of any such request by the Borrower Agent, and the Borrower Agent shall not be obligated to provide any existing U.S. Revolving Lender with the opportunity to provide a U.S. Revolving Commitment Increase, (B) any Additional U.S. Revolving Commitment Lender which is not an existing U.S. Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent, each U.S. Issuing Bank and the Borrower Agent (each such consent not to be unreasonably withheld) and (C) the aggregate amount of increases in the U.S. Revolving Commitments shall not exceed $200,000,000 less the aggregate Dollar Equivalent of all increases in the Canadian Revolving Commitments in accordance with Section 2.23(c). Each U.S. Revolving Commitment Increase shall be in a minimum aggregate amount of at least $50,000,000 and in integral multiples of $1,000,000 in excess thereof. Each U.S. Revolving Commitment Increase shall be subject to the terms and conditions set forth in this Section 2.23(b) and any U.S. Revolving Loans pursuant to such U.S. Revolving Commitment Increase or new U.S. Revolving Commitments shall be on the same terms and conditions as all other U.S. Revolving Loans (including the Applicable Rate), except with respect to any fees payable in connection therewith as may be separately agreed among the Borrower Agent and the Additional U.S. Revolving Commitment Lenders. The proceeds of any U.S. Revolving Commitment Increase may be used for general corporate purposes. (ii) No U.S. Revolving Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (A) the Borrower Agent, the Agent, and any Additional U.S. Revolving Commitment Lender shall have executed and delivered a customary joinder to the Loan Documents; (B) the Borrowers shall have paid such fees and other compensation as the Borrower Agent and each such Additional U.S. Revolving Commitment Lender may agree; (C) the Borrower Agent shall have delivered to the Agent and the U.S. Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the U.S. Borrowers reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Effective Date shall be satisfactory to the Agent) and dated such date; (D) to the extent requested by any Additional U.S. Revolving Commitment Lender, a promissory note will be issued at the U.S. Borrowers’ expense, to each such Additional U.S. Revolving Commitment Lender, to be in conformity with the requirements of Section 2.10 (with appropriate modification) to the extent necessary to reflect the new U.S. Revolving Commitment of such Additional U.S. Revolving Commitment Lender; and (E) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each U.S. Borrower approving or consenting to such U.S. Revolving Commitment Increase and (2) a certificate of a Responsible Officer of the Company to the effect that, after giving effect to the requested U.S. Revolving Commitment Increase, (x) no Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such U.S. Revolving Credit Increase, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (iii) The Agent shall promptly notify each Lender as to the effectiveness of each U.S. Commitment Increase (with each date of such effectiveness being referred to herein as a “U.S. Revolving Commitment Increase Date”), and at such time (A) the aggregate total U.S. Revolving Commitments and the aggregate total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such U.S. Revolving Commitment Increases, (B) the Commitment Schedule shall be deemed modified, without further action, to reflect the revised U.S. Revolving Commitments of the Lenders, and (C) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased aggregate total Commitments. (iv) In connection with U.S. Revolving Commitment Increases hereunder, the U.S. Lenders and the U.S. Borrowers agree that, notwithstanding anything to the contrary in this Agreement, (A) the U.S. Borrowers shall, in coordination with the Agent, (1) repay outstanding U.S. Revolving Loans of certain U.S. Lenders, and obtain U.S. Revolving Loans from certain other U.S. Revolving Lenders (including the Additional U.S. Revolving Commitment Lenders), or (2) take such other actions as reasonably may be required by the Agent, in each case to the extent necessary so that all of the U.S. Revolving Lenders effectively participate in each of the outstanding U.S. Revolving Loans pro rata on the basis of their Applicable Percentages (determined after giving effect to any increase in the aggregate total U.S. Revolving Commitments pursuant to this Section 2.23); and (B) the U.S. Borrowers shall pay to the U.S. Revolving Lenders any costs of the type referred to in Section 2.16 in connection with any repayment and/or prepayment of U.S. Revolving Loans required pursuant to preceding clause (A). Without limiting the obligations of the U.S. Borrowers provided for in this Section 2.23(b), the Agent and the U.S. Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.16 which the U.S. Borrowers would otherwise occur in connection with the implementation of an increase in the aggregate total U.S. Revolving Commitments and the aggregate total Commitments hereunder.