Common use of Adjustment of Revolver Commitments Clause in Contracts

Adjustment of Revolver Commitments. (a) The Borrowers may, by written notice to the Agent, request that the Agent and the Lenders increase or decrease the Maximum Canadian Facility Amount (a “Canadian Revolver Commitment Adjustment”), which request shall be granted provided that each of the following conditions are satisfied: (i) only four (4) Canadian Revolver Commitment Adjustments may be made in any Fiscal Year (any such adjustment to be made within thirty (30) days of the delivery of the Compliance Certificate contemplated by Section 10.1.1(b) for the most recently ended Fiscal Quarter and a Borrowing Base Certificate contemplated by Section 8.1 for the most recently ended month), (ii) the written request for a Canadian Revolver Commitment Adjustment must be received by the Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian Revolver Commitment Adjustment (such date of effectiveness, the “Adjustment Date”), (iii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Adjustment Date, (iv) any increase in the Maximum Canadian Facility Amount shall result in a Dollar-for-Dollar decrease in the Maximum U.S. Facility Amount, and vice-versa for any decrease in the Maximum Canadian Facility Amount pursuant to this Section, (v) in no event shall the Canadian Revolver Commitment plus the U.S. Revolver Commitment (in each case after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed the Maximum Facility Amount, (vi) in no event shall the Canadian Revolver Commitment (after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed fifty percent (50%) of the Commitments, (vii) the Maximum Canadian Facility Amount shall at no time exceed fifty percent (50%) of the Maximum Facility Amount, (viii) no Canadian Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, (ix) U.S. Availability after giving effect thereto shall equal or exceed twenty percent (20%) of the U.S. Borrowing Base, and (x) the Agent shall have received a certificate of the Loan Party Agent dated as of the Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Agent. Any such Canadian Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 or a multiple of $1,000,000 in excess thereof and shall concurrently increase or reduce, as applicable, (A) the aggregate U.S. Revolver Commitments then in effect Pro Rata among the U.S. Lenders and (B) the aggregate Canadian Revolver Commitments then in effect Pro Rata among the Canadian Lenders. After giving effect to any Canadian Revolver Commitment Adjustment, the Canadian Revolver Commitment of each Canadian Lender (and the percentage of each Canadian Revolving Loan that each Participant must purchase a Canadian Revolving Loan Participation in) shall be equal to such Canadian Lender’s (or Participant’s) Pro Rata Share of the amount of the Maximum Canadian Facility Amount. (b) The Agent shall promptly inform the Lenders of any request for a Canadian Revolver Commitment Adjustment made by the Borrowers. If the conditions set forth in clause 66

Adjustment of Revolver Commitments. (a) The Borrowers Company may, by written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the Maximum Canadian Facility Amount any Ex-FILO Subfacility (a “Canadian Revolver Commitment Adjustment”), which request shall be granted by each Lender electing to participate in such Revolver Commitment Adjustment (subject to the last sentence of this clause (a)) provided that each of the following conditions are satisfied: (i) only no more than four (4) Canadian Revolver Commitment Adjustments may be made in any Fiscal Year (any such adjustment to be made within thirty (30) days of the delivery of the Compliance Certificate contemplated by Section 10.1.1(b) for the most recently ended Fiscal Quarter and a Borrowing Base Certificate contemplated by Section 8.1 for the most recently ended month)fiscal year, (ii) the written request for a Canadian Revolver Commitment Adjustment must be received by the Administrative Agent at least three five (35) Business Days (or such shorter period of time as may be reasonably agreed to by the Administrative Agent) prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the Maximum Canadian Facility Amount any Ex-FILO Subfacility shall result in a Dollar-for-Dollar decrease in the Maximum U.S. Facility Amountone or more other Ex-FILO Subfacilities pursuant to this Section 2.20, and vice-versa for any decrease in the Maximum Canadian Facility Amount any Ex-FILO Subfacility pursuant to this SectionSection 2.20 shall result in a Dollar-for-Dollar increase in one or more other Ex-FILO Subfacilities, (v) in no event the North American Minimum Requirement shall the Canadian Revolver Commitment plus the U.S. Revolver Commitment (in each case after giving effect to be met at such proposed Canadian Revolver Commitment Adjustment) exceed the Maximum Facility Amounttime, (vi) in no event shall the Canadian Revolver Commitment (after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed fifty percent (50%) of the Commitments, (vii) the Maximum Canadian Facility Amount shall at no time exceed fifty percent (50%) of the Maximum Facility Amount, (viii) no Canadian Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, exist as determined according to the Borrowing Base Certificate delivered pursuant to clause (ix) U.S. Availability after giving effect thereto shall equal or exceed twenty percent (20%) of the U.S. Borrowing Baseii), and (xviii) the Administrative Agent shall have received a certificate of the Loan Party Agent Company dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Canadian Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 or a multiple of $1,000,000 in excess thereof and shall concurrently increase or reduce, as applicable, (A) the aggregate U.S. Ex-FILO Revolving Commitments available for use under each Ex-FILO Subfacility on a basis allocated by the Administrative Agent following discussion with each Lender as to their desire to participate in such Revolver Commitments then in effect Commitment Adjustment (which allocation may vary from each such Lender’s Pro Rata among Percentage under the U.S. Lenders and applicable Subfacility or Subfacilities of the amount to be reallocated). Notwithstanding the foregoing, (Bi) the aggregate Canadian Revolver Commitments then each Lender may elect or decline, in effect Pro Rata among the Canadian Lenders. After giving effect its sole discretion, to have its Ex-FILO Revolving Commitment reallocated in connection with any Canadian requested Revolver Commitment Adjustment, the Canadian Revolver Commitment of each Canadian it being understood that no Lender (and the percentage of each Canadian Revolving Loan that each Participant must purchase a Canadian Revolving Loan Participation in) shall be equal obligated to such Canadian Lender’s (or Participant’s) Pro Rata Share of the amount of the Maximum Canadian Facility Amount. (b) The Agent shall promptly inform the Lenders of reallocate its Ex-FILO Revolving Commitment unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any request for a Canadian Revolver Commitment Adjustment made by within five (5) Business Days after such Lender’s receipt of such request, such Lender shall be deemed to have declined to participate in such Revolver Commitment Adjustment and (ii) in no event shall a Lender’s aggregate Commitment with respect to the Borrowers. If the conditions set forth in clause 66Ex-FILO Subfacilities be reduced without its explicit consent.

Adjustment of Revolver Commitments. (a) The Borrowers may, by written notice to the Agent, request that the Agent and the Lenders increase or decrease the Maximum Canadian Facility Amount U.S. Revolver Sublimit (a “Canadian U.S. Revolver Commitment Adjustment”), which request shall be granted provided that each of the following conditions are satisfied: (i) only four (4) Canadian three U.S. Revolver Commitment Adjustments may be made in any Fiscal Year (any such adjustment to be made within thirty (30) 30 days of the delivery of the Compliance Certificate information contemplated by Section 10.1.1(b9.1.2(b) for the most recently ended Fiscal Quarter and a Borrowing Base Certificate contemplated by Section 8.1 7.1, in each case, for the most recently ended month), (ii) the written request for a Canadian U.S. Revolver Commitment Adjustment must be received by the Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian U.S. Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the Maximum Canadian Facility Amount U.S. Revolver Sublimit shall result in a Dollar-for-Dollar decrease in the Maximum U.S. Facility AmountCanadian Revolver Sublimit pursuant to this Section 2.1.11, and vice-versa for any decrease in the Maximum Canadian Facility Amount U.S. Revolver Sublimit pursuant to this SectionSection 2.1.11 shall result in a Dollar-for-Dollar increase in the Canadian Revolver Sublimit, (v) in no event shall the U.S. Revolver Commitments and the Canadian Revolver Commitment plus Commitments, collectively exceed $100,000,000 (or such greater amount resulting from the U.S. Revolver Commitment (in each case after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed the Maximum Facility Amountprovisions of Section 2.1.4), (vi) in no event shall the Canadian Revolver Commitment (after giving effect Sublimit exceed $50,000,000 pursuant to such proposed Canadian Revolver Commitment Adjustment) exceed fifty percent (50%) of the Commitmentsthis Section 2.1.11, (vii) the Maximum Canadian Facility Amount shall at no time exceed fifty percent (50%) of the Maximum Facility Amount, (viii) no Canadian U.S. Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, (ix) U.S. Availability after giving effect thereto shall equal or exceed twenty percent (20%) of the U.S. Borrowing Base, and (xviii) the Agent shall have received a certificate of the Loan Party Agent Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Agent. Any such Canadian U.S. Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 1,000,000 or a multiple of $1,000,000 500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (A1) the aggregate U.S. Revolver Commitments available for use under the U.S. Sub-Facility Pro Rata among the Lenders and (2) the aggregate Revolver Commitments available for use under the Canadian Sub-Facility then in effect Pro Rata among the U.S. Lenders and (B) the aggregate Canadian Revolver Commitments then in effect Pro Rata among the Canadian Lenders. After giving effect to any Canadian U.S. Revolver Commitment Adjustment, the Canadian Revolver Commitment available for use under the U.S. Sub-Facility or Canadian Sub-Facility, as applicable, of each Canadian Lender (and the percentage of each U.S. Revolver Loan or Canadian Revolving Loan Revolver Loan, as applicable) that each Participant participant must purchase a Canadian Revolving Loan Participation participation in) shall be equal to such Canadian Lender’s (or Participantparticipant’s) Pro Rata Share share of the amount of the Maximum U.S. Sub-Facility or Canadian Facility Amount. (b) The Agent shall promptly inform the Lenders of any request for a Canadian Revolver Commitment Adjustment made by the Borrowers. If the conditions set forth in clause 66Sub-Facility, as applicable.

Adjustment of Revolver Commitments. (a) The Borrowers Company may, by written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the Maximum Canadian Facility Amount any Subfacility (a “Canadian Revolver Commitment Adjustment”), which request shall be granted by each Lender electing to participate in such Revolver Commitment Adjustment (subject to the last sentence of this clause (a)) provided that each of the following conditions are satisfied: (i) only no more than four (4) Canadian Revolver Commitment Adjustments may be made in any Fiscal Year (any such adjustment to be made within thirty (30) days of the delivery of the Compliance Certificate contemplated by Section 10.1.1(b) for the most recently ended Fiscal Quarter and a Borrowing Base Certificate contemplated by Section 8.1 for the most recently ended month)fiscal year, (ii) the written request for a Canadian Revolver Commitment Adjustment must be received by the Administrative Agent at least three five (35) Business Days (or such shorter period of time as may be reasonably agreed to by the Administrative Agent) prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the Maximum Canadian Facility Amount any Subfacility shall result in a Dollar-for-Dollar decrease in the Maximum U.S. Facility Amountone or more other Subfacilities pursuant to this Section 2.20, and vice-versa for any decrease in the Maximum Canadian Facility Amount any Subfacility pursuant to this SectionSection 2.20 shall result in a Dollar-for-Dollar increase in one or more other Subfacilities, (v) in no event the North American Minimum Requirement shall the Canadian Revolver Commitment plus the U.S. Revolver Commitment (in each case after giving effect to be met at such proposed Canadian Revolver Commitment Adjustment) exceed the Maximum Facility Amounttime, (vi) in no event shall the Canadian Revolver Commitment (after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed fifty percent (50%) of the Commitments, (vii) the Maximum Canadian Facility Amount shall at no time exceed fifty percent (50%) of the Maximum Facility Amount, (viii) no Canadian Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, exist as determined according to the Borrowing Base Certificate delivered pursuant to clause (ix) U.S. Availability after giving effect thereto shall equal or exceed twenty percent (20%) of the U.S. Borrowing Baseii), and (xviii) the Administrative Agent shall have received a certificate of the Loan Party Agent Company dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Canadian Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 or a multiple of $1,000,000 in excess thereof and shall concurrently increase or reduce, as applicable, (A) the aggregate U.S. Revolving Commitments available for use under each Subfacility on a basis allocated by the Administrative Agent following discussion with each Lender as to their desire to participate in such Revolver Commitments then in effect Commitment Adjustment (which allocation may vary from each such Lender’s Pro Rata among Percentage under the U.S. Lenders and applicable Subfacility or Subfacilities of the amount to be reallocated). Notwithstanding the foregoing, (Bi) the aggregate Canadian Revolver Commitments then each Lender may elect or decline, in effect Pro Rata among the Canadian Lenders. After giving effect its sole discretion, to have its Revolving Commitment reallocated in connection with any Canadian requested Revolver Commitment Adjustment, the Canadian Revolver Commitment of each Canadian it being understood that no Lender (and the percentage of each Canadian Revolving Loan that each Participant must purchase a Canadian Revolving Loan Participation in) shall be equal obligated to such Canadian Lender’s (or Participant’s) Pro Rata Share of the amount of the Maximum Canadian Facility Amount. (b) The Agent shall promptly inform the Lenders of reallocate its Revolving Commitment unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any request for a Canadian Revolver Commitment Adjustment made by the Borrowers. If the conditions set forth within five (5) Business Days after such Lender’s receipt of such request, such Lender shall be deemed to have declined to participate in clause 66such Revolver Commitment Adjustment and (ii) in no event shall a Lender’s aggregate Commitment be reduced without its explicit consent.

Adjustment of Revolver Commitments. (a) The Borrowers Lead Borrower may, by written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the Maximum Canadian Facility Amount Subfacility (a “Canadian Revolver Commitment Adjustment”), which request shall be granted by each Lender electing to participate in such Canadian Revolver Commitment Adjustment (subject to the last sentence of this clause (a)) provided that each of the following conditions are satisfied: (i) only four (4) Canadian Revolver Commitment Adjustments may be made in any Fiscal Year fiscal year, (any such adjustment to be made within thirty (30ii) days of the delivery of the Compliance Certificate contemplated by Section 10.1.1(b) for the most recently ended Fiscal Quarter and a Borrowing Base Certificate contemplated by Section 8.1 9.17(a) shall be concurrently delivered for the most recently ended month), (iiiii) the written request for a Canadian Revolver Commitment Adjustment must be received by the Administrative Agent at least three five (35) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iiiiv) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (ivv) any increase in the Maximum Canadian Facility Amount Subfacility shall result in a Dollar-for-Dollar decrease in the Maximum U.S. Facility AmountSubfacility pursuant to this Section 2.20, and vice-versa for any decrease in the Maximum Canadian Facility Amount Subfacility pursuant to this Section, (v) Section 2.20 shall result in no event shall the Canadian Revolver Commitment plus a Dollar-for-Dollar increase in the U.S. Revolver Commitment (in each case after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed the Maximum Facility AmountSubfacility, (vi) in no event shall the Canadian Revolver Commitment Revolving Commitments exceed $1,000,000,000 (after giving effect to or such proposed Canadian Revolver Commitment Adjustment) exceed fifty percent (50%) greater amount resulting from the provisions of the CommitmentsSection 2.15), (vii) the Maximum Canadian Facility Amount shall at no time exceed fifty percent (50%) of the Maximum Facility Amount, (viii) no Canadian Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, exist as determined according to the Borrowing Base Certificate delivered pursuant to clause (ix) U.S. Availability after giving effect thereto shall equal or exceed twenty percent (20%) of the U.S. Borrowing Baseii), and (xviii) the Administrative Agent shall have received a certificate of the Loan Party Agent Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Canadian Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 10,000,000 or a multiple of $1,000,000 in excess thereof and shall concurrently increase or reduce, as applicable, (A1) the aggregate Canadian Revolving Commitments available for use under the Canadian Subfacility on a basis allocated by the Administrative Agent following discussion with each Lender as to their desire to participate in such Canadian Revolver Commitment Adjustment (which allocation may vary from each such Lender’s Pro Rata Percentage of the amount to be reallocated) and (2) the aggregate U.S. Revolver Revolving Commitments available for use under the U.S. Subfacility then in effect Pro Rata among the U.S. Lenders and in accordance with such Lender’s increase or decrease in Canadian Revolving Commitments pursuant to clause (B1). Notwithstanding the foregoing, (i) the aggregate Canadian Revolver Commitments then each Lender may elect or decline, in effect Pro Rata among the Canadian Lenders. After giving effect its sole discretion, to have its Revolving Commitment reallocated in connection with any requested Canadian Revolver Commitment Adjustment, the Canadian Revolver Commitment of each Canadian it being understood that no Lender (and the percentage of each Canadian Revolving Loan that each Participant must purchase a Canadian Revolving Loan Participation in) shall be equal obligated to such Canadian Lender’s (or Participant’s) Pro Rata Share of the amount of the Maximum Canadian Facility Amount. (b) The Agent shall promptly inform the Lenders of reallocate its Revolving Commitment unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any request for a Canadian Revolver Commitment Adjustment made by within five (5) Business Days after such Lender’s receipt of such request, such Lender shall be deemed to have declined to participate in such Canadian Revolver Commitment Adjustment, (ii) in no event shall a Lender’s aggregate Commitment be increased or reduced without its explicit consent and (iii) the Borrowers. If the conditions set forth in clause 66Aggregate Commitments shall not increase solely as a result of a Canadian Revolver Commitment Adjustment.

Adjustment of Revolver Commitments. (a) The Borrowers Loan Party Representative may, by written notice to the Agent, request that the Agent and the Lenders increase or decrease the Maximum Canadian Facility Revolver Amount (a “Canadian Revolver Commitment Adjustment”), which request shall be granted provided that each of the following conditions are satisfied: (i) only four (4) two Canadian Revolver Commitment Adjustments may be made in any Fiscal Year (any such adjustment to be made within thirty (30) 30 days of the delivery of the Compliance Responsible Officer’s Certificate contemplated by Section 10.1.1(b5.2(d) for the most recently ended Fiscal Quarter (with respect to delivery under Section 5.2(b)) and a Borrowing Base Certificate contemplated by Section 8.1 5.2(k), in each case, for the most recently ended month), (ii) the written request for a Canadian Revolver Commitment Adjustment must be received by the Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian Revolver Commitment Adjustment (such date of effectiveness, the “Adjustment Date”), (iii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Adjustment Date, (iv) any increase in the Maximum Canadian Facility Revolver Amount shall result in a Dollar-for-Dollar decrease in the Maximum U.S. Facility Revolver Amount, and vice-versa for any decrease in the Maximum Canadian Facility Revolving Amount pursuant to this Section, (v) in no event shall the Canadian Revolver Revolving Credit Commitment plus the U.S. Revolver Revolving Credit Commitment (in each case after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed the Maximum Facility Revolver Amount, (vi) in no event shall the Canadian Revolver Commitment (after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed fifty percent (50%) of the Commitments, (vii) the Maximum Canadian Facility U.S. Revolver Amount shall at no time exceed fifty percent (50%) of the Maximum Facility AmountU.S.$30,000,000, (viiivii) no Canadian Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance or U.S. Overadvance would exist, (ix) U.S. Availability after giving effect thereto shall equal or exceed twenty percent (20%) of the U.S. Borrowing Base, and (xviii) the Agent shall have received a certificate of the Loan Party Agent Representative dated as of the Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Agent. Any such Canadian Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 U.S.$5,000,000 or a multiple of $1,000,000 U.S$500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (A1) the aggregate U.S. Revolver Revolving Credit Commitments then in effect Pro Rata pro rata among the U.S. Lenders and (B2) the aggregate Canadian Revolver Revolving Credit Commitments then in effect Pro Rata pro rata among the Canadian Lenders. After giving effect to any Canadian Revolver Commitment Adjustment, the Canadian Revolver Revolving Credit Commitment of each Canadian Lender (and the percentage of each Canadian Revolving Loan that each Participant must purchase a Canadian Revolving Loan Participation in) shall be equal to such Canadian Lender’s (or Participant’s) Pro Rata Share of the amount of the Maximum Canadian Facility Revolver Amount. (b) The Agent shall promptly inform the Lenders of any request for a Canadian Revolver Commitment Adjustment made by the Borrowers. If the conditions set forth in clause 66.

Adjustment of Revolver Commitments. (a) The Borrowers Lead Borrower may, by written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the Maximum Canadian Facility Amount Subfacility (a “Canadian Revolver Commitment Adjustment”), which request shall be granted by each Lender electing to participate in such Canadian Revolver Commitment Adjustment (subject to the last sentence of this clause (a)) provided that each of the following conditions are satisfied: (i) only four (4) Canadian Revolver Commitment Adjustments may be made in any Fiscal Year fiscal year, (any such adjustment to be made within thirty (30ii) days of the delivery of the Compliance Certificate contemplated by Section 10.1.1(b) for the most recently ended Fiscal Quarter and a Borrowing Base Certificate contemplated by Section 8.1 9.17(a) shall be concurrently delivered for the most recently ended month), (iiiii) the written request for a Canadian Revolver Commitment Adjustment must be received by the Administrative Agent at least three five (35) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iiiiv) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (ivv) any increase in the Maximum Canadian Facility Amount Subfacility shall result in a Dollar-for-Dollar decrease in the Maximum U.S. Facility AmountSubfacility pursuant to this Section 2.20, and vice-versa for any decrease in the Maximum Canadian Facility Amount Subfacility pursuant to this Section, (v) Section 2.20 shall result in no event shall the Canadian Revolver Commitment plus a Dollar-for-Dollar increase in the U.S. Revolver Commitment (in each case after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed the Maximum Facility AmountSubfacility, (vi) in no event shall the Canadian Revolver Commitment Revolving Commitments exceed $750,000,0001,000,000,000 (after giving effect to or such proposed Canadian Revolver Commitment Adjustment) exceed fifty percent (50%) greater amount resulting from the provisions of the CommitmentsSection 2.15), (vii) the Maximum Canadian Facility Amount shall at no time exceed fifty percent (50%) of the Maximum Facility Amount, (viii) no Canadian Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, exist as determined according to the Borrowing Base Certificate delivered pursuant to clause (ix) U.S. Availability after giving effect thereto shall equal or exceed twenty percent (20%) of the U.S. Borrowing Baseii), and (xviii) the Administrative Agent shall have received a certificate of the Loan Party Agent Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Canadian Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 10,000,000 or a multiple of $1,000,000 in excess thereof and shall concurrently increase or reduce, as applicable, (A1) the aggregate Canadian Revolving Commitments available for use under the Canadian Subfacility on a basis allocated by the Administrative Agent following discussion with each Lender as to their desire to participate in such Canadian Revolver Commitment Adjustment (which allocation may vary from each such Lender’s Pro Rata Percentage of the amount to be reallocated) and (2) the aggregate U.S. Revolver Revolving Commitments available for use under the U.S. Subfacility then in effect Pro Rata among the U.S. Lenders and in accordance with such Lender’s increase or decrease in Canadian Revolving Commitments pursuant to clause (B1). Notwithstanding the foregoing, (i) the aggregate Canadian Revolver Commitments then each Lender may elect or decline, in effect Pro Rata among the Canadian Lenders. After giving effect its sole discretion, to have its Revolving Commitment reallocated in connection with any requested Canadian Revolver Commitment Adjustment, the Canadian Revolver Commitment of each Canadian it being understood that no Lender (and the percentage of each Canadian Revolving Loan that each Participant must purchase a Canadian Revolving Loan Participation in) shall be equal obligated to such Canadian Lender’s (or Participant’s) Pro Rata Share of the amount of the Maximum Canadian Facility Amount. (b) The Agent shall promptly inform the Lenders of reallocate its Revolving Commitment unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any request for a Canadian Revolver Commitment Adjustment made by within five (5) Business Days after such Lender’s receipt of such request, such Lender shall be deemed to have declined to participate in such Canadian Revolver Commitment Adjustment, (ii) in no event shall a Lender’s aggregate Commitment be increased or reduced without its explicit consent and (iii) the Borrowers. If the conditions set forth in clause 66Aggregate Commitments shall not increase solely as a result of a Canadian Revolver Commitment Adjustment.

Adjustment of Revolver Commitments. (a) The Borrowers may, by written notice to the Agent, request that the Agent and the Lenders increase or decrease the Maximum Canadian Facility Amount (a “Canadian Revolver Commitment Adjustment”), which request shall be granted provided that each of the following conditions are satisfied: (i) only four one (41) Canadian Revolver Commitment Adjustments Adjustment may be made in any Fiscal Year (any such adjustment to be made within thirty (30) days of the delivery of the Compliance Certificate contemplated by Section 10.1.1(b) for the most recently ended Fiscal Quarter and a Borrowing Base Certificate contemplated by Section 8.1 for the most recently ended month), (ii) the written request for a Canadian Revolver Commitment Adjustment must be received by the Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian Revolver Commitment Adjustment (such date of effectiveness, the “Adjustment Date”), (iii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Adjustment Date, (iv) any increase in the Maximum Canadian Facility Amount shall result in a Dollar-for-Dollar decrease in the Maximum U.S. Facility Amount, and vice-versa for any decrease in the Maximum Canadian Facility Amount pursuant to this Section, (v) in no event shall the Canadian Revolver Commitment plus the U.S. Revolver Commitment (in each case after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed the Maximum Facility Amount, (vi) in no event shall the Canadian Revolver Commitment (after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed fifty percent (50%) of the Commitments$125,000,000, (vii) the Maximum Canadian Facility Amount shall at no time exceed fifty percent (50%) of the Maximum Facility Amount$125,000,000, (viii) no Canadian Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, (ix) U.S. Availability after giving effect thereto shall would equal or exceed twenty percent (20%) % of the U.S. Borrowing Base, and (x) the Agent shall have received a certificate of the Loan Party Agent dated as of the Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Agent. Any such Canadian Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 or a multiple of $1,000,000 in excess thereof and shall concurrently increase or reduce, as applicable, (A1) the aggregate U.S. Revolver Commitments then in effect Pro Rata among the U.S. Lenders and (B2) the aggregate Canadian Revolver Commitments then in effect Pro Rata among the Canadian Lenders. After giving effect to any Canadian Revolver Commitment Adjustment, the Canadian Revolver Commitment of each Canadian Lender (and the percentage of each Canadian Revolving Loan that each Participant must purchase a Canadian Revolving Loan Participation in) shall be equal to such Canadian Lender’s (or Participant’s) Pro Rata Share of the amount of the Maximum Canadian Facility Amount. (b) The Agent shall promptly inform the Lenders of any request for a Canadian Revolver Commitment Adjustment made by the Borrowers. If the conditions set forth in clause 66.

Adjustment of Revolver Commitments. (a) The Borrowers may, by written notice to the Agent, request that the Agent and the Lenders increase or decrease the Maximum Canadian Facility Amount (a “Canadian Revolver Commitment Adjustment”), which request shall be granted provided that each of the following conditions are satisfied: (i) only four (4) Canadian Revolver Commitment Adjustments may be made in any Fiscal Year (any such adjustment to be made within thirty (30) days of the delivery of the Compliance Certificate contemplated by Section 10.1.1(b) for the most recently ended Fiscal Quarter and a Borrowing Base Certificate contemplated by Section 8.1 for the most recently ended month), (ii) the written request for a Canadian Revolver Commitment Adjustment must be received by the Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian Revolver Commitment Adjustment (such date of effectiveness, the “Adjustment Date”), (iii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Adjustment Date, (iv) any increase in the Maximum Canadian Facility Amount shall result in a Dollar-for-Dollar decrease in the Maximum U.S. Facility Amount, and vice-versa for any decrease in the Maximum Canadian Facility Amount pursuant to this Section, (v) in no event shall the Canadian Revolver Commitment plus the U.S. Revolver Commitment (in each case after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed the Maximum Facility Amount, (vi) in no event shall the Canadian Revolver Commitment (after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed fifty percent (50%) of the Commitments, (vii) the Maximum Canadian Facility Amount shall at no time exceed fifty percent (50%) of the Maximum Facility Amount, (viii) no Canadian Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, (ix) U.S. Availability after giving effect thereto shall equal or exceed twenty percent (20%) of the U.S. Borrowing Base, and (x) the Agent shall have received a certificate of the Loan Party Agent dated as of the Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Agent. Any such Canadian Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 or a multiple of $1,000,000 in excess thereof and shall concurrently increase or reduce, as applicable, (A) the aggregate U.S. Revolver Commitments then in effect Pro Rata among the U.S. Lenders and (B) the aggregate Canadian Revolver Commitments then in effect Pro Rata among the Canadian Lenders. After giving effect to any Canadian Revolver Commitment Adjustment, the Canadian Revolver Commitment of each Canadian Lender (and the percentage of each Canadian Revolving Loan that each Participant must purchase a Canadian Revolving Loan Participation in) shall be equal to such Canadian Lender’s (or Participant’s) Pro Rata Share of the amount of the Maximum Canadian Facility Amount. (b) The Agent shall promptly inform the Lenders of any request for a Canadian Revolver Commitment Adjustment made by the Borrowers. If the conditions set forth in clause 66.

Adjustment of Revolver Commitments. (a) The Borrowers Company may, by written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the Maximum Canadian Facility Amount Subfacility, and (a “Canadian Revolver Commitment Adjustment”), which request shall be granted by each Lender electing to participate in such Canadian Revolver Commitment Adjustment (subject to the last sentence of this clause (a)) provided that each of the following conditions are satisfied: (i) only four (4) Canadian Revolver Commitment Adjustments may be made in any Fiscal Year (any such adjustment to be made within thirty (30) days of the delivery of the Compliance Certificate contemplated by Section 10.1.1(b) for the most recently ended Fiscal Quarter and a Borrowing Base Certificate contemplated by Section 8.1 for the most recently ended month)fiscal year, (ii) the written request for a Canadian Revolver Commitment Adjustment must be received by the Administrative Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the Maximum Canadian Facility Amount Subfacility shall result in a Dollar-for-Dollar decrease in the Maximum U.S. Facility AmountSubfacility pursuant to this Section 2.20, and vice-versa for any decrease in the Maximum Canadian Facility Amount Subfacility pursuant to this SectionSection 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Canadian Revolver Commitment plus Revolving Commitments exceed $600,000,000 (or such greater amount resulting from the U.S. Revolver Commitment (in each case after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed the Maximum Facility Amountprovisions of Section 2.15), (vi) in no event shall the Canadian Revolver Commitment (after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed fifty percent (50%) of the Commitments, (vii) the Maximum Canadian Facility Amount shall at no time exceed fifty percent (50%) of the Maximum Facility Amount, (viii) no Canadian Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, exist as determined according to the Borrowing Base Certificate delivered pursuant to clause (ix) U.S. Availability after giving effect thereto shall equal or exceed twenty percent (20%) of the U.S. Borrowing Baseii), and (xviii) the Administrative Agent shall have received a certificate of the Loan Party Agent Company dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Canadian Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 10,000,000 or a multiple of $1,000,000 in excess thereof and shall concurrently increase or reduce, as applicable, (A1) the aggregate Canadian Revolving Commitments available for use under the Canadian Subfacility on a basis allocated by the Administrative Agent following discussion with each Lender as to their desire to participate in such Canadian Revolver Commitment Adjustment (which allocation may vary from each such Lender’s Pro Rata Percentage of the amount to be reallocated) and (2) the aggregate U.S. Revolver Revolving Commitments available for use under the U.S. Subfacility then in effect Pro Rata among the U.S. Lenders and in accordance with such Lender’s increase or decrease in Canadian Revolving Commitments pursuant to clause (B1). Notwithstanding the foregoing, (i) the aggregate Canadian Revolver Commitments then each Lender may elect or decline, in effect Pro Rata among the Canadian Lenders. After giving effect its sole discretion, to have its Revolving Commitment reallocated in connection with any requested Canadian Revolver Commitment Adjustment, the Canadian Revolver Commitment of each Canadian it being understood that no Lender (and the percentage of each Canadian Revolving Loan that each Participant must purchase a Canadian Revolving Loan Participation in) shall be equal obligated to such Canadian Lender’s (or Participant’s) Pro Rata Share of the amount of the Maximum Canadian Facility Amount. (b) The Agent shall promptly inform the Lenders of reallocate its Revolving Commitment unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any request for a Canadian Revolver Commitment Adjustment made by the Borrowers. If the conditions set forth within five (5) Business Days after such Lender’s receipt of such request, such Lender shall be deemed to have declined to participate in clause 66such Canadian Revolver Commitment Adjustment and (ii) in no event shall a Lender’s aggregate Commitment be reduced without its explicit consent.

Adjustment of Revolver Commitments. (a) The Borrowers Lead Borrower may, by written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the Maximum Canadian Facility Amount Subfacility (a “Canadian Revolver Commitment Adjustment”), which request shall be granted by each Lender electing to participate in such Canadian Revolver Commitment Adjustment (subject to the last sentence of this clause (a)) provided that each of the following conditions are satisfied: (i) only four (4) Canadian Revolver Commitment Adjustments may be made in any Fiscal Year fiscal year, (any such adjustment to be made within thirty (30ii) days of the delivery of the Compliance Certificate contemplated by Section 10.1.1(b) for the most recently ended Fiscal Quarter and a Borrowing Base Certificate contemplated by Section 8.1 9.17(a) shall be concurrently delivered for the most recently ended month), (iiiii) the written request for a Canadian Revolver Commitment Adjustment must be received by the Administrative Agent at least three five (35) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iiiiv) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (ivv) any increase in the Maximum Canadian Facility Amount Subfacility shall result in a Dollar-for-Dollar decrease in the Maximum U.S. Facility AmountSubfacility pursuant to this Section 2.20, and vice-versa for any decrease in the Maximum Canadian Facility Amount Subfacility pursuant to this Section, (v) Section 2.20 shall result in no event shall the Canadian Revolver Commitment plus a Dollar-for-Dollar increase in the U.S. Revolver Commitment (in each case after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed the Maximum Facility AmountSubfacility, (vi) in no event shall the Canadian Revolver Commitment Revolving Commitments exceed $1,000,000,000750,000,000 (after giving effect to or such proposed Canadian Revolver Commitment Adjustment) exceed fifty percent (50%) greater amount resulting from the provisions of the CommitmentsSection 2.15), (vii) the Maximum Canadian Facility Amount shall at no time exceed fifty percent (50%) of the Maximum Facility Amount, (viii) no Canadian Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, exist as determined according to the Borrowing Base Certificate delivered pursuant to clause (ix) U.S. Availability after giving effect thereto shall equal or exceed twenty percent (20%) of the U.S. Borrowing Baseii), and (xviii) the Administrative Agent shall have received a certificate of the Loan Party Agent Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Canadian Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 10,000,000 or a multiple of $1,000,000 in excess thereof and shall concurrently increase or reduce, as applicable, (A1) the aggregate Canadian Revolving Commitments available for use under the Canadian Subfacility on a basis allocated by the Administrative Agent following discussion with each Lender as to their desire to participate in such Canadian Revolver Commitment Adjustment (which allocation may vary from each such Lender’s Pro Rata Percentage of the amount to be reallocated) and (2) the aggregate U.S. Revolver Revolving Commitments available for use under the U.S. Subfacility then in effect Pro Rata among the U.S. Lenders and in accordance with such Lender’s increase or decrease in Canadian Revolving Commitments pursuant to clause (B1). Notwithstanding the foregoing, (i) the aggregate Canadian Revolver Commitments then each Lender may elect or decline, in effect Pro Rata among the Canadian Lenders. After giving effect its sole discretion, to have its Revolving Commitment reallocated in connection with any requested Canadian Revolver Commitment Adjustment, the Canadian Revolver Commitment of each Canadian it being understood that no Lender (and the percentage of each Canadian Revolving Loan that each Participant must purchase a Canadian Revolving Loan Participation in) shall be equal obligated to such Canadian Lender’s (or Participant’s) Pro Rata Share of the amount of the Maximum Canadian Facility Amount. (b) The Agent shall promptly inform the Lenders of reallocate its Revolving Commitment unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any request for a Canadian Revolver Commitment Adjustment made by within five (5) Business Days after such Lender’s receipt of such request, such Lender shall be deemed to have declined to participate in such Canadian Revolver Commitment Adjustment, (ii) in no event shall a Lender’s aggregate Commitment be increased or reduced without its explicit consent and (iii) the Borrowers. If the conditions set forth in clause 66Aggregate Commitments shall not increase solely as a result of a Canadian Revolver Commitment Adjustment.

Adjustment of Revolver Commitments. (a) The Borrowers Company may, by written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the Maximum Canadian Facility Amount Subfacility (a “Canadian Revolver Commitment Adjustment”), which request shall be granted by each Lender electing to participate in such Canadian Revolver Commitment Adjustment (subject to the last sentence of this clause (a)); provided that each of the following conditions are satisfied: (i) only four (4) Canadian Revolver Commitment Adjustments may be made in any Fiscal Year (any such adjustment to be made within thirty (30) days of the delivery of the Compliance Certificate contemplated by Section 10.1.1(b) for the most recently ended Fiscal Quarter and a Borrowing Base Certificate contemplated by Section 8.1 for the most recently ended month)fiscal year, (ii) the written request for a Canadian Revolver Commitment Adjustment must be received by the Administrative Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the Maximum Canadian Facility Amount Subfacility shall result in a Dollar-for-Dollar decrease in the Maximum U.S. Facility AmountSubfacility pursuant to this Section 2.20, and vice-versa for any decrease in the Maximum Canadian Facility Amount Subfacility pursuant to this SectionSection 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Canadian Revolver Commitment plus Revolving Commitments exceed $500,000,000 (or such greater amount resulting from the U.S. Revolver Commitment (in each case after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed the Maximum Facility Amountprovisions of Section 2.15), (vi) in no event shall the Canadian Revolver Commitment (after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed fifty percent (50%) of the Commitments, (vii) the Maximum Canadian Facility Amount shall at no time exceed fifty percent (50%) of the Maximum Facility Amount, (viii) no Canadian Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, (ix) U.S. Availability after giving effect thereto shall equal or exceed twenty percent (20%) of the U.S. Borrowing Base, and (xvii) the Administrative Agent shall have received a certificate of the Loan Party Agent Company dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Canadian Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 10,000,000 or a multiple of $1,000,000 in excess thereof and shall concurrently increase or reduce, as applicable, (A1) the aggregate Canadian Revolving Commitments available for use under the Canadian Subfacility on a basis allocated by the Administrative Agent following discussion with each Lender as to its desire to participate in such Canadian Revolver Commitment Adjustment (which allocation may vary from each such Lender’s Pro Rata Percentage of the amount to be reallocated) and (2) the aggregate U.S. Revolver Revolving Commitments available for use under the U.S. Subfacility then in effect Pro Rata among the U.S. Lenders and in accordance with such Lender’s increase or decrease in Canadian Revolving Commitments pursuant to clause (B1). Notwithstanding the foregoing, (i) the aggregate Canadian Revolver Commitments then each Lender may elect or decline, in effect Pro Rata among the Canadian Lenders. After giving effect its sole discretion, to have its Revolving Commitment reallocated in connection with any requested Canadian Revolver Commitment Adjustment, the Canadian Revolver Commitment of each Canadian it being understood that no Lender (and the percentage of each Canadian Revolving Loan that each Participant must purchase a Canadian Revolving Loan Participation in) shall be equal obligated to such Canadian Lender’s (or Participant’s) Pro Rata Share of the amount of the Maximum Canadian Facility Amount. (b) The Agent shall promptly inform the Lenders of reallocate its Revolving Commitment unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any request for a Canadian Revolver Commitment Adjustment made by the Borrowers. If the conditions set forth within five (5) Business Days after such Lender’s receipt of such request, such Lender shall be deemed to have declined to participate in clause 66such Canadian Revolver Commitment Adjustment and (ii) in no event shall a Lender’s aggregate Commitment be reduced without its explicit consent.

Adjustment of Revolver Commitments. (a) The Borrowers may, by written notice to the Agent, request that the Agent and the Lenders increase or decrease the Maximum Canadian Facility Amount (a “Canadian Revolver Commitment Adjustment”), which request shall be granted provided that each of the following conditions are satisfied: (i) only four one (41) Canadian Revolver Commitment Adjustments Adjustment may be made in any Fiscal Year (any such adjustment to be made within thirty (30) days of the delivery of the Compliance Certificate contemplated by Section 10.1.1(b) for the most recently ended Fiscal Quarter and a Borrowing Base Certificate contemplated by Section 8.1 for the most recently ended month), (ii) the written request for a Canadian Revolver Commitment Adjustment must be received by the Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian Revolver Commitment Adjustment (such date of effectiveness, the “Adjustment Date”), (iii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Adjustment Date, (iv) any increase in the Maximum Canadian Facility Amount shall result in a Dollar-for-Dollar decrease in the Maximum U.S. Facility Amount, and vice-versa for any decrease in the Maximum Canadian Facility Amount pursuant to this Section, (v) in no event shall the Canadian Revolver Commitment plus the U.S. Revolver Commitment (in each case after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed the Maximum Facility Amount, (vi) in no event shall the Canadian Revolver Commitment (after giving effect to such proposed Canadian Revolver Commitment Adjustment) exceed fifty percent (50%) of the Commitments$125,000,000, (vii) the Maximum Canadian Facility Amount shall at no time exceed fifty percent (50%) of the Maximum Facility Amount$125,000,000, (viii) no Canadian Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, (ix) U.S. Availability after giving effect thereto shall equal or exceed twenty percent (20%) of the U.S. Borrowing Base, and (x) the Agent shall have received a certificate of the Loan Party Agent dated as of the Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Agent. Any such Canadian Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 or a multiple of $1,000,000 in excess thereof and shall concurrently increase or reduce, as applicable, (A1) the aggregate U.S. Revolver Commitments then in effect Pro Rata among the U.S. Lenders and (B2) the aggregate Canadian Revolver Commitments then in effect Pro Rata among the Canadian Lenders. After giving effect to any Canadian Revolver Commitment Adjustment, the Canadian Revolver Commitment of each Canadian Lender (and the percentage of each Canadian Revolving Loan that each Participant must purchase a Canadian Revolving Loan Participation in) shall be equal to such Canadian Lender’s (or Participant’s) Pro Rata Share of the amount of the Maximum Canadian Facility Amount. (b) The Agent shall promptly inform the Lenders of any request for a Canadian Revolver Commitment Adjustment made by the Borrowers. If the conditions set forth in clause 66.