Common use of Request for Increase of Revolving Credit Commitments Clause in Contracts

Request for Increase of Revolving Credit Commitments. The Lenders agree that Borrowers may, on any Business Day from time to time after the Closing Date and so long as (i) no Default or Event of Default has occurred and is continuing, (ii) Agent has consented in writing to any increase of the Revolving Loan Commitments that is requested pursuant to this subsection 1.1.7, such consent to be provided or withheld by Agent in its sole discretion and (iii) the increased Revolving Loan Commitments provided for under this subsection 1.1.7 are syndicated to the satisfaction of Agent, deliver a written notice to Agent and each Lender (an “Increase Notice”) requesting an increase in the Revolving Loan Commitments in an aggregate amount for all such increases collectively of up to $10,000,000 (a “Requested Revolver Increase”). If Borrowers deliver an Increase Notice, each Lender shall have the option to participate in the Requested Revolver Increase to the extent of its Revolving Loan Percentage thereof by delivering a written notice to the Agent and Borrowers within ten Business Days of such Lender’s receipt of the Increase Notice (it being agreed and understood that such Lender shall be deemed to have elected not to participate in the Requested Revolver Increase if it does not respond to the Increase Notice within ten Business Days of its receipt thereof). If one or more of the Lenders elect not to participate in the Requested Revolver Increase, then the Lenders participating in the Requested Revolver Increase may, at their option, elect to participate in such remaining portion of the Requested Revolver Increase (with such remaining portion to be allocated ratably among such participating Lenders based on their respective Revolving Loan Percentages or as otherwise may be agreed by such participating Lenders). If there is less than full participation by existing Lenders in the Requested Revolver Increase after the foregoing procedures are completed, then one or more new Lenders reasonably acceptable to the Agent, and Borrowers may be added as parties to this Agreement for purposes of participating in such remaining portion. After giving effect to the procedures described in this subsection 1.1.7, each Lender participating in the Requested Revolver Increase shall have its Revolving Loan Commitment increase to the extent of its participation and, upon the request of such Lender, Borrowers will execute a replacement Revolving Note for such Lender reflecting the increased amount of its Revolving Loan Commitment. Each Borrower agrees to execute such amendments and supplements to the Security Documents as Agent reasonably deems necessary in connection with a Requested Revolver Increase. No Increase Notice may be given unless it relates to a Requested Revolver Increase of at least $5,000,000 and no more than three Increase Notices may be delivered by Borrowers pursuant to this subsection 1.1.7. In connection with any increase of the Revolving Loan Commitments that occurs pursuant to this subsection 1.1.7, Borrowers shall pay any closing fees as may be agreed among Borrowers and the Lenders participating in such increase.

Request for Increase of Revolving Credit Commitments. The Agent and the Lenders agree that the Borrowers may, on any single Business Day from time to time after the Closing Effective Date and so long as (i) no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, (ii) Agent has consented the Borrowers are in writing pro forma compliance of all covenants in Sections 7.23 after giving effect to any increase of the Revolving Loan Commitments that is requested pursuant to this subsection 1.1.7following, such consent to be provided or withheld by Agent in its sole discretion and (iii) the increased Revolving Loan Credit Commitments provided for under this subsection 1.1.7 Section 1.7 are syndicated to the reasonable satisfaction of the Agent, deliver a written notice to Agent and each Lender (an “"Increase Notice”") requesting an increase in the Revolving Loan Commitments Maximum Revolver Amount in an aggregate amount for all such increases collectively of up to $10,000,000 the Maximum Incremental Increase Amount (a “the "Requested Revolver Increase”"). If the Borrowers deliver an Increase Notice, the Agent shall provide such Increase Notice to the Lenders and each Lender shall have notify the option Agent whether or not it agrees to participate in commit to a portion of the Requested Revolver Increase to the extent and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share within thirty (30) days of its Revolving Loan Percentage receipt thereof by delivering a written notice to the Agent and Borrowers within ten Business Days of such Lender’s receipt of the Increase Notice (it being agreed and understood that such Lender shall be deemed to have elected not to participate in the Requested Revolver Increase if it does not respond to the Increase Notice within ten thirty (30) Business Days of its receipt thereof)) provided that any Lender offered or approached to provide all or a portion of the Requested Increase shall have no obligation to provide any Requested Increase and may elect or decline, in its sole discretion, to provide such Requested Increase. If the Lenders unanimously agree to the Requested Increase within such thirty (30) day period, each Lender shall have the option to participate in the Requested Increase to the extent of its Pro Rata Share thereof. If one or more of the Lenders elect not to participate in the Requested Revolver Increase, then the Lenders participating in the Requested Revolver Increase may, at their option, elect to participate in such remaining portion of the Requested Revolver Increase (with such remaining portion to be allocated ratably among such participating Lenders based on their respective Revolving Loan Percentages Pro Rata Share or as otherwise may be agreed by such participating Lenders). If there is less than full participation by existing Lenders in the Requested Revolver Increase after the foregoing procedures are completed, then one or more new Lenders reasonably acceptable to the Agent, Agent and the Borrowers may be added as parties to this Agreement for purposes of participating in such remaining portion. After giving effect to the procedures described in this subsection 1.1.7Section 1.7, each Lender participating in the Requested Revolver Increase shall have its Revolving Loan Credit Commitment increase increased to the extent of its participation and, upon the request of such Lender, Borrowers will execute a replacement Revolving Note for such Lender reflecting the increased amount of its Revolving Loan Commitmentparticipation. Each Borrower agrees to execute such amendments and supplements to the Security Documents as the Agent reasonably deems necessary in connection with a Requested Revolver Increase. No An Increase Notice may be given unless it relates to a only if the Requested Revolver Increase of is at least $5,000,000 and no 5,000,000. No more than three one Increase Notices Notice may be delivered by the Borrowers pursuant to this subsection 1.1.7Section 1.7. In connection with any increase of the Revolving Loan Credit Commitments that occurs pursuant to this subsection 1.1.7Section 1.7, the Borrowers shall pay any closing fees as may be agreed among Borrowers and the Lenders participating in such increaseAccordion Fee to the Agent.

Request for Increase of Revolving Credit Commitments. The Agent and the Lenders agree that Borrowers Borrower may, on any single Business Day from time to time after the Closing Date and so long as (i) no Default or Event of Default has occurred and is continuing, and (ii) Agent has consented Borrower is in writing compliance with the Fixed Charge Coverage Ratio testing parameters in Section 7.26, on a pro forma basis after giving effect to the following increase (and after giving effect to any increase of the Revolving Loan Commitments that is requested pursuant to this subsection 1.1.7, such consent to be provided or withheld by Agent in its sole discretion and (iiiPermitted Acquisition consummated simultaneously therewith) the increased Revolving Loan Commitments provided for under this subsection 1.1.7 are syndicated to the satisfaction of Agent, deliver a written notice to Agent and each Lender (an “Increase Notice”) requesting an increase in the Revolving Loan Commitments Maximum Revolver Amount, in an aggregate amount for all such increases collectively of up to $10,000,000 U.S.$135,000,000 (a the “Requested Revolver Increase”). If Borrowers deliver Borrower delivers an Increase Notice, the Required Lenders in their discretion may agree to the request within thirty (30) days of receipt thereof; provided that the approval of the Required Lenders shall not be necessary in the instance where the Requested Increase seeks to increase the aggregate Revolving Credit Commitments to an amount equal to or less than U.S.$100,000,000. If the Required Lenders do not agree within such thirty (30) day period, the Requested Increase shall be deemed rejected. If the Required Lenders agree to the Requested Increase within such thirty (30) day period, each Lender shall have the option to participate in the Requested Revolver Increase to the extent of its Revolving Loan Percentage Pro Rata Share thereof by delivering a written notice to the Agent and Borrowers within ten (10) Business Days of such Lender’s receipt of the Increase Notice (it being agreed and understood that such Lender shall be deemed to have elected not to participate in the Requested Revolver Increase if it does not respond to the Increase Notice within ten (10) Business Days of its receipt thereof). If one or more of the Lenders elect not to participate in the Requested Revolver Increase, then the Lenders participating in the Requested Revolver Increase may, at their option, elect to participate in such remaining portion of the Requested Revolver Increase (with such remaining portion to be allocated ratably among such participating Lenders based on their respective Revolving Loan Percentages Pro Rata Share or as otherwise may be agreed by such participating Lenders). If there is less than full participation by existing Lenders in the Requested Revolver Increase after the foregoing procedures are completed, then one or more new Lenders reasonably acceptable to the Agent, and Borrowers Agent may be added as parties to this Agreement for purposes of participating in such remaining portion; provided, however, that any such “right of first refusal” in favour of the Lenders hereunder shall not be excercisable if such Requested Increase is to accommodate the addition of new Lenders to the syndicate of Lenders hereunder. After giving effect to the procedures described in this subsection 1.1.7Section 1.5, each Lender participating in the Requested Revolver Increase shall have its Revolving Loan Commitment increase Credit Commitment, increased to the extent of its participation and, upon the request of such Lender, Borrowers will execute a replacement Revolving Note for such Lender reflecting the increased amount of its Revolving Loan Commitmentparticipation. Each Borrower agrees to execute such amendments and supplements to the Security Documents as the Agent reasonably deems necessary in connection with a Requested Revolver Increase. No increase in the Maximum Revolver Amount shall be permitted unless (a) the Increase Notice may is given; and (b) the amount of the Requested Increase is at least U.S.$15,000,000. Notwithstanding the foregoing, the Requested Increase shall be given unless it relates calculated without giving effect to any replacement Commitments obtained hereunder as a replacement for any non-Pro Rata Share Commitment reductions pursuant to Section 11.3 or Section 12.15(e); provided that the restrictions in the proviso of the definition of “Maximum Revolver Amount” shall continue to apply. Except with regard to (i) any obligations, fees and all other amounts and indemnities owing to, and provisions in favour of, the Agent in its capacity as Agent hereunder and (ii) any obligations, fees and all other amounts and indemnities owing to, and provisions in favour of, Royal Bank in connection with its provision of Overdraft Accommodations and Bank Products (as BP Provider), no Loan Party shall pay any fee to a Requested Revolver Increase of at least $5,000,000 and no more than three Increase Notices may be delivered by Borrowers lender for becoming a lender pursuant to this subsection 1.1.7. In connection with Section 1.5 hereunder which is more favourable to such lender than the fee paid to the existing Lenders under this Agreement or any increase of the Revolving Loan Commitments that occurs pursuant to this subsection 1.1.7, Borrowers shall pay any closing fees as may be agreed among Borrowers and the Lenders participating in such increaseDocument (except Hedge Agreements).

Request for Increase of Revolving Credit Commitments. The Lenders agree that Borrowers may, Borrower may on any Business Day from time to time after the Closing Date and Day, so long as (i) no Default or Event of Default has occurred and is continuing, (ii) Agent has consented in writing to any increase of the Revolving Loan Commitments that is requested pursuant to this subsection 1.1.7, such consent to be provided deliver at one or withheld by Agent in its sole discretion and (iii) the increased Revolving Loan Commitments provided for under this subsection 1.1.7 are syndicated to the satisfaction of Agent, deliver more times a written notice to Agent and each Lender Agents (an “Increase Notice”) requesting an increase in the Revolving Loan Credit Commitments in an aggregate amount for all such increases collectively of up to $10,000,000 75,000,000 (a “Requested Revolver Increase”). Any Requested Revolver Increase shall first require the written consent of each Agent (in each Agent’s sole discretion). If Borrowers deliver an Increase NoticeAgents shall have consented to a Requested Revolver Increase, each Lender Agent shall then have the option to participate in the such Requested Revolver Increase in an amount to be agreed upon between the extent of its Revolving Loan Percentage thereof Agents by delivering a written notice to the other Agent and Borrowers within ten Business Days of such Lender’s receipt of the Increase Notice (it being agreed and understood that such Lender shall be deemed to have elected not to participate in the Requested Revolver Increase if it does not respond to the Increase Notice within ten Business Days of its receipt thereof)Borrower. If one or more of the Lenders Agents shall elect not to participate in the full amount of a Requested Revolver IncreaseRevolving Increase to which each Agent has consented, then the Lenders participating in Agents shall grant, via written notice from Agents to the Requested Revolver Increase mayLenders, at their option, elect each Lender the option to participate in such any remaining portion of such Requested Revolving Increase to the Requested Revolver Increase (with extent of such remaining portion to be allocated ratably among such participating Lenders based on their respective Lender’s Pro Rata Share of the Revolving Loan Percentages or as otherwise may be agreed by such participating Lenders)Commitment. If there is less than full participation by existing Lenders with Revolving Loan Commitments in the a Requested Revolver Increase to which each Agent has consented after the foregoing procedures are completedprocedures, then one or more new Lenders reasonably acceptable to the AgentBorrower, and Borrowers subject to the reasonable satisfaction of the Agents, may be added as parties to this Agreement for purposes of participating in such remaining portion. After giving effect to the procedures described in this subsection 1.1.7clause (d), each Lender participating in the a Requested Revolver Increase shall have its Revolving Loan Commitment increase to the extent of its participation and, upon the request of such Lender, Borrowers the Borrower will execute a replacement Revolving Note for such Lender (to the extent that such Lender has an existing Revolver Note) reflecting the increased amount of its Revolving Loan Credit Commitment. Each The Borrower agrees to execute such amendments and supplements to the Security Collateral Documents, the Current Asset Intercreditor Agreement and such other Loan Documents as Agent the Agents reasonably deems deem necessary in connection with a Requested Revolver Increase. No Increase Notice may be given unless it relates to a Requested Revolver Increase of at least $5,000,000 and no more than three Increase Notices may be delivered by Borrowers pursuant to this subsection 1.1.7. In connection with any increase of the Revolving Loan Commitments that occurs pursuant to this subsection 1.1.7, Borrowers shall pay any closing fees as may be agreed among Borrowers and the Lenders participating in such increase.