Common use of Reallocation of Commitments Clause in Contracts

Reallocation of Commitments. Any Multiple Lender may agree with the Borrowers to reallocate its existing US Revolving Commitment or Canadian Commitment, so long as the sum of such US Revolving Commitment and Canadian Commitment remains unchanged; provided that, the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. In addition, any US Revolving Lender may agree with the Borrowers to convert a portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (y) the sum of such Lender’s US Revolving Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) Business Days prior to the effective date of any such reallocation. No applicable Lender affected by such reallocation shall be required to agree to any such reallocation, but may do so at its option, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:

Reallocation of Commitments. Any Multiple Notwithstanding anything in this Agreement to the contrary, it shall be within the sole determination of the Canadian Issuing Lender may agree with or the US Issuing Lender, as applicable, as to whether it is agreeable to issue any new Letters of Credit or extend or renew any expiring Letters of Credit. So long as there is a Non-Funding Lender, the Borrowers may continue to reallocate its existing request the issuance of Letters of Credit and the Canadian Issuing Lender or the US Issuing Lender, as applicable, shall issue such Letters of Credit. Each Lender that is not a Non-Funding Lender shall be deemed to have increased their Proportionate Share of Commitments under the Canadian Revolving Facility or the US Revolving Commitment or Canadian Facility, as applicable, (but not their aggregate Commitment) with respect to any such Letter of Credit only, so long as such that the sum aggregated Commitments of such US Revolving Commitment and Canadian Commitment remains unchanged; provided that, Lenders in respect of each such Letter of Credit shall be equal to the aggregate amount of all Canadian Commitmentsthe Commitments in respect of such Letter of Credit had the Non-Funding Lender not been a Non-Funding Lender. With respect to such Letter of Credit references in Section 5.02 to the Lenders, after giving effect and the indemnification of the Lenders, such references will be deemed not to apply to any reallocationNon-Funding Lender. Subject to Section 13.17, no reallocation hereunder shall not exceed $50,000,000. In addition, constitute a waiver or release of any US Revolving claim of any party hereunder against a Non-Funding Lender may agree with the Borrowers to convert arising from that Lender having become a portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple Non-Funding Lender, and including any Canadian claim of a Lender may agree with the Borrowers to convert as a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (y) the sum result of such Lender’s US Revolving Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) Business Days prior to the effective date of any increased exposure following such reallocation. No applicable Lender affected by such If the reallocation shall described in this Section 13.16(3) cannot, or can only partially, be required to agree effected, the Borrowers shall, without prejudice to any such reallocationright or remedy available to them hereunder or under law, but may do so at its optioncash collateralize the L/C Fronting Exposure of the Canadian Issuing Lender or the US Issuing Lender, as applicable, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:accordance with the procedures set forth in Section 13.16(2).

Reallocation of Commitments. Any Multiple Lender may agree with the Borrowers to reallocate its existing US Revolving Commitment or Canadian Commitment, so long as the sum of such US Revolving Commitment and Canadian Commitment remains unchanged; provided that, the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. In addition, any US Revolving Lender may agree with the Borrowers to convert a portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (y) the sum of such Lender’s US Revolving Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) Business Days prior to the effective date of any such reallocation. No applicable Lender affected by such reallocation shall be required to agree to any such reallocation, but may do so at its option, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:

Reallocation of Commitments. Any Multiple Lender (a) Subject to the terms and conditions hereof, the Borrowers may request that the Administrative Agent and the Lenders (and the Lenders in their individual sole discretion may agree with to) change the Borrowers to reallocate its existing US then current allocation of the Revolving Loan Commitment or Canadian Commitment, so long as between the sum of such US Revolving U.S. Commitment and the Canadian Commitment remains unchanged; provided thatto increase or decrease the Canadian Commitment (with any such increase or decrease to be accompanied by a concurrent and equal decrease or increase, respectively, in the aggregate amount of all U.S. Commitment) (a “Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000Commitment Reallocation”). In additionaddition to the other conditions set forth in this Section 2.17, any US Revolving Lender may agree with the Borrowers to convert a portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its such Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in each case so long as Reallocation shall be subject to the following conditions: (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (yi) the sum of such Lender’s US Revolving Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, Company shall not exceed $50,000,000. The Borrowers shall give written notice have provided to the Administrative Agents of any reallocation pursuant to this provision Agent a written request (in reasonable detail) at least ten (10) Business Days days prior to the requested effective date therefor (which must be a Business Day, the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed reallocations to be effected, (ii) any such reallocationCanadian Revolver Commitment Reallocation shall increase or decrease the Canadian Commitment (and separately, the U.S. Commitment) in a respective amount equal to $2,500,000 or in increments of $500,000 in excess thereof, (iii) the Administrative Agent shall have received Reallocation Consents from Lenders having Canadian Commitments and U.S. Commitments being increased sufficient to effectuate such requested Canadian Commitment Reallocation, (iv) no more than two Canadian Commitment Reallocations may be requested in any twelve month period, (v) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Canadian Commitment Reallocation), (vi) any increase in the Canadian Commitment pursuant to this Section 2.17 shall result in a dollar-for-dollar decrease in the U.S. Commitment, and any decrease in the Canadian Commitment pursuant to this Section 2.17 shall result in a dollar-for-dollar increase to the U.S. Commitment, (vii) in no event shall the Canadian Commitment plus the U.S. Commitment, at any time, exceed the Total Revolving Loan Commitment, (viii) the Canadian Commitment shall at no time exceed $25,000,000, and (ix) upon giving effect to such Canadian Commitment Reallocation, no Overadvance would exist or would result therefrom which will not be prepaid concurrently with or prior to such Canadian Commitment Reallocation. No applicable Lender affected by such reallocation The Company’s written request for a Canadian Commitment Reallocation shall be required a deemed representation and certification by the Company to agree the Administrative Agent as to the Credit Parties’ compliance with preceding clauses (v) and (ix) above, which certification shall be deemed recertified to the Administrative Agent by the Company on and as of the Reallocation Date. If, at any time, as a result of a Canadian Commitment Reallocation, the Canadian Commitment will be greater than $20,000,000, as a further condition precedent to such reallocationCanadian Commitment Reallocation, but may do so at its optionthe Administrative Agent shall have received from Canadian counsel to the Canadian Credit Parties an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Canadian Lenders to be dated as of such Reallocation Date and to be issued by counsel and in its sole absolute discretion. The following conditions precedent must be satisfied prior form and substance reasonably satisfactory to any such reallocation becoming effective:the Administrative Agent.

Reallocation of Commitments. Any Multiple Lender may agree with the Borrowers to reallocate its existing US Revolving Commitment or Canadian Commitment, so long as the sum of such US Revolving Commitment and Canadian Commitment remains unchanged; provided that, the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,00025,000,000 at any time without the consent of the US Administrative Agent and shall not exceed $75,000,000 at any time without the consent of the US Administrative Agent and the US Majority Lenders. In addition, any US Revolving Lender may agree with the Borrowers to convert a portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (y) the sum of such Lender’s US Revolving Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,00025,000,000 at any time without the consent of the US Administrative Agent and shall not exceed $75,000,000 at any time without the consent of the US Administrative Agent and the US Majority Lenders. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) Business Days prior to the effective date of any such reallocation. No applicable Lender affected by such reallocation shall be required to agree to any such reallocation, but may do so at its option, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:

Reallocation of Commitments. Any Multiple Lender may agree with the Borrowers to reallocate its existing US Revolving Credit Commitment or Canadian Commitment, Commitment so long as the sum of such US Revolving Credit Commitment and Canadian Commitment remains unchanged; provided that, the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,00015,000,000. In addition, any US Revolving Lender may agree with the Borrowers to convert a portion of its US Revolving Credit Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Revolving Credit Commitment, thereby becoming a Multiple Lender, in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (yi) the sum of such Lender’s US Revolving Credit Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Revolving Credit Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (zii) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,00015,000,000. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) 10 Business Days prior to the effective date of any such reallocation. No applicable Lender affected by such reallocation shall be required to agree to any such reallocation, but may do so at its option, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:.

Reallocation of Commitments. Any Multiple Lender may agree with the Borrowers Upon this Amendment becoming effective, (i)the Lenders shall be deemed to reallocate its existing have assigned US Revolving Commitment or Commitments, Canadian Revolving Commitments, Tranche A Bond Purchase Commitments and Tranche B Bond Purchase Commitments among the Lenders such that the Revolving Commitment, so long as Canadian Revolving Commitment, Tranche A Bond Purchase Commitments and Tranche B Bond Purchase Commitments and the sum Bond Purchase Commitment of such each Lender is set forth on Schedule II, (ii) the outstanding US Revolving Commitment Loans shall be reallocated by causing such fundings and Canadian Commitment remains unchanged; provided repayments among the US Lenders of the US Revolving Loans as necessary such that, the aggregate amount of all Canadian Commitments, after giving effect to any reallocationthis Amendment, shall not exceed $50,000,000. In addition, any each US Lender will hold US Revolving Lender may agree with the Borrowers to convert Loans on a portion of pro rata basis based on its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers (after giving effect to convert a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000such increases), (yiii) the sum outstanding Canadian Revolving Loans shall be reallocated by causing such fundings and repayments among the Canadian Lenders of the Canadian Revolving Loans as necessary such Lender’s US Revolving Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitmentsthat, after giving effect to any reallocationthis Amendment, each Canadian Lender will hold Canadian Revolving Loans on a pro rata basis based on its Canadian Revolving Commitment (after giving effect to such increases) and (iv) the Bonds held by Lenders shall not exceed $50,000,000be repurchased pursuant to the mandatory tender provisions contained in the Bond Indentures and re-issued to Lenders in accordance with Schedule II. All processing and/or recordation fees required under the Credit Agreement in connection with the foregoing assignments and transfers are hereby waived. The Borrowers shall give written notice Lenders acknowledge that the transfer of the Bonds is restricted to (A) a “qualified institutional buyer” within the Administrative Agents meaning of Rule 144A of the Securities Act of 1933 (the “1933 Act”), as amended, who is also a “qualified purchaser” within the meaning of the Investment Company Act of 1940, as amended (a “Qualified Purchaser”) or (B) an accredited investor as defined in rule 501(a)(1), (2), (3) or (7) under Regulation D as promulgated under the 1933 Act (an “Institutional Accredited Investor”) and in accordance with an available exemption from the registration requirements of Section 5 of the 1933 Act, any reallocation pursuant to this provision at least ten (10) Business Days prior to applicable state securities laws, and in minimum denominations of $250,000. By purchasing the effective date Bonds, each of any the Lenders purchasing such reallocationBonds acknowledges that it is either a Qualified Purchaser or an Institutional Accredited Investor and that the Bonds may only be transferred in accordance with the transfer restrictions described above. No applicable Notwithstanding the foregoing, each Lender affected by such reallocation shall be required to agree to any such reallocation, but may do so at its option, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:acknowledges that it is a Qualified Purchaser.

Reallocation of Commitments. Any Multiple Notwithstanding anything in this Agreement to the contrary, it shall be within the sole determination of the Canadian Issuing Lender may agree with or the US Issuing Lender, as applicable, as to whether it is agreeable to issue any new Letters of Credit or extend or renew any expiring Letters of Credit. So long as there is a Non-Funding Lender, the Borrowers may continue to reallocate its existing request the issuance of Letters of Credit and the Canadian Issuing Lender or the US Issuing Lender, as applicable, shall issue such Letters of Credit. Each Lender that is not a Non-Funding Lender shall be deemed to have increased their Proportionate Share of Commitments under the Canadian Revolving Facility or the US Revolving Commitment or Canadian Facility, as applicable, (but not their aggregate Commitment) with respect to any such Letter of Credit only, so long as such that the sum aggregated Commitments of such US Revolving Commitment and Canadian Commitment remains unchanged; provided that, Lenders in respect of each such Letter of Credit shall be equal to the aggregate amount of all Canadian Commitmentsthe Commitments in respect of such Letter of Credit had the Non-Funding Lender not been a Non-Funding Lender. With respect to such Letter of Credit references in Section 5.02 to the Lenders, after giving effect and the indemnification of the Lenders, such references will be deemed not to apply to any reallocation, Non-Funding Lender. No reallocation hereunder shall not exceed $50,000,000. In addition, constitute a waiver or release of any US Revolving claim of any party hereunder against a Non-Funding Lender may agree with the Borrowers to convert arising from that Lender having become a portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple Non-Funding Lender, and including any Canadian claim of a Lender may agree with the Borrowers to convert as a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (y) the sum result of such Lender’s US Revolving Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) Business Days prior to the effective date of any increased exposure following such reallocation. No applicable Lender affected by such If the reallocation shall described in this Section 13.16(3) cannot, or can only partially, be required to agree effected, the Borrowers shall, without prejudice to any such reallocationright or remedy available to them hereunder or under law, but may do so at its optioncash collateralize the L/C Fronting Exposure of the Canadian Issuing Lender or the US Issuing Lender, as applicable, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:accordance with the procedures set forth in Section 13.16(2).