Common use of Reduction or Termination of Commitment Clause in Contracts

Reduction or Termination of Commitment. (a) The Borrowers, acting through their respective Borrower Agents, may at any time prior to the Expiration Date, (i) terminate the Commitments in full by (A) giving at least three (3) Banking Days' written notice thereof to the Operations Agent (with sufficient copies for itself and the other Banks), and (B) repaying, or causing to be repaid, in full the Loans and any other obligations of the Borrowers hereunder, including, without limitation, accrued and unpaid interest on the Loans, the accrued and unpaid Commitment Fees, and all other fees and expenses provided for herein; or (ii) reduce the Maximum Committed Credit Amount, in part, by an amount not less than $10,000,000 or in multiples of $5,000,000 thereafter by (A) giving at least three (3) Banking Days' written notice thereof to the Operations Agent (with sufficient copies for itself and the other Banks), and (B) repaying the amount, if any, by which the aggregate unpaid principal amount of the Committed Credit Loans exceeds the then reduced Maximum Committed Credit Amount, together with the Commitment Fees accrued with respect to the amount of such reduction to the date of such reduction. Any such partial reduction of the Maximum Committed Credit Amount shall also effect a like reduction in the Maximum Credit Amount and, to the extent that the Maximum Committed Credit Amount is reduced to an amount less than the Swing Line Amount, a like reduction in the Swing Line Amount. Upon the termination of the Commitments pursuant to this Section 2.02(a), this Agreement shall terminate and be of no further force and effect, except as otherwise provided hereinabove, and except for the indemnification obligations of the Borrowers hereunder with respect to Loans made by, or other actions taken by, the Banks or the Operations Agent to, or in respect of, the Borrowers prior to the effective date of such termination, and except for the obligations, if any, of the Banks for the reimbursement to a Borrower of recovered costs under Section 5.01(c) hereof. No termination of the Commitments or reduction of the Maximum Committed Credit Amount by the Borrowers shall be subject to reinstatement. (b) In addition to the provisions of paragraph (a) of this Section 2.02, any Borrower (other than a Borrower, if any, which shall be the sole remaining Borrower hereunder), acting through its Borrower Agent, may terminate its participation in this Agreement and withdraw as a party hereto by (A) giving at least three (3) Banking Days' written notice thereof to the Operations Agent (with sufficient copies for itself and the other Banks), accompanied by a revised SCHEDULE 1 in accordance with Section 4.09 reflecting the withdrawal of such Borrower, and (B) repaying in full the Loans and any other obligations of such Borrower hereunder, including, without limitation, accrued and unpaid interest on the Loans, the accrued and unpaid Commitment Fees, and all other fees and expenses provided for herein to be paid by such Borrower. Upon the effective date of such termination, the Banks' obligations to make Committed Credit Loans to such Borrower hereunder shall terminate, such Borrower shall cease to be a party to this Agreement and this Agreement shall be of no further force and effect as to such Borrower, except as otherwise provided hereinabove, and except for the indemnification obligations of such Borrower hereunder with respect to Loans made by, or other actions taken by, the Banks or the Operations Agent to, or in respect of, such Borrower prior to the effective date of such termination, and except for the rights of such Borrower pursuant to Section 5.01(c) to be reimbursed costs, if any, recovered by the Banks. This Agreement (including the Commitments) shall otherwise remain in full force and effect as to all other Borrowers. (c) Subject to the foregoing and to the provisions of Articles X and XIV hereof, the Commitments shall terminate in full on and as of the Expiration Date. Upon such termination, each Borrower, severally and not jointly, promises to pay, and there shall become absolutely due and payable on the Expiration Date, the principal amount of all Loans outstanding to such Borrower on such date, together with any and all accrued and unpaid interest thereon and fees and other amounts due hereunder. Except as otherwise provided in this Section 2.02, the Borrowers shall not have the right to reduce or terminate the Commitments.

Reduction or Termination of Commitment. (a) The BorrowersBorrower shall have the right, acting through their respective Borrower Agents, may exercisable by it at any time and from time to time upon not less than three Business Days prior written notice to the Expiration DateLender and without penalty, (i) terminate the Commitments in full by (A) giving at least three (3) Banking Days' written notice thereof but subject to the Operations Agent (with sufficient copies for itself and the other Banks)terms of this Section 2.11, and (B) repaying, or causing to be repaid, in full the Loans and terminate any other obligations portion of the Borrowers hereunderCommitment in respect of the Credit Facility not being used by the Borrower, including, without limitation, accrued and unpaid interest on the Loans, the accrued and unpaid Commitment Fees, and all other fees and expenses provided for herein; or (ii) reduce the Maximum Committed Credit Amount, that any such partial termination shall be in part, by an amount not less than the lesser of (i) Cdn. $10,000,000 or in 1,000,000 and integral multiples of $5,000,000 thereafter by (A) giving at least three (3) Banking Days' written notice thereof to the Operations Agent (with sufficient copies for itself and the other Banks)thereof, and (Bii) repaying the amount, if any, by which the aggregate unpaid principal entire amount of the Committed Credit Loans exceeds unused Commitment. Notwithstanding the foregoing, the Borrower shall not be entitled to thereby (i) reduce the Commitment of the Lender below the then reduced Maximum Committed Outstanding Principal Obligations under the Credit AmountFacility, together with or (ii) to prepay any outstanding BA Advance or LIBOR Loan, unless the Commitment Fees accrued with respect Borrower shall pay to the amount of such reduction Lender all interest accrued to the date of such reduction. Any prepayment on the Advances so prepaid, provide Cover to and thereafter maintain Cover with, the Lender in respect of all outstanding Bankers’ Acceptances related to such partial reduction of the Maximum Committed Credit Amount shall also effect a like reduction in the Maximum Credit Amount and, BA Advances and on demand pay to the extent that the Maximum Committed Credit Amount is reduced Lender any additional amounts payable pursuant to an amount less than the Swing Line Amount, a like Section 11.7. No such reduction in the Swing Line Amount. Upon the or termination of the Commitments Commitment in respect of the Credit Facility pursuant to this Section 2.02(a), this Agreement shall terminate and may be of no further force and effect, except as otherwise provided hereinabove, and except for reinstated without the indemnification obligations prior written approval of the Borrowers hereunder Lender. Concurrently with respect to Loans made by, or other actions taken bythe giving of any such notice, the Banks or Borrower shall prepay the Operations Agent to, or in respect of, Standby Fee that will have accrued due on the Borrowers prior amount of the terminated portion of the Commitment to the effective date of such termination, and except for the obligations, if any, of the Banks for the reimbursement to a Borrower of recovered costs under Section 5.01(c) hereof. No termination of the Commitments or reduction of the Maximum Committed Credit Amount by the Borrowers shall be subject to reinstatement. (b) In addition to On the provisions Termination Date in respect of paragraph (a) the Credit Facility, all Commitments in respect of this Section 2.02, any Borrower (other than a Borrower, if any, which the Credit Facility shall be the sole remaining Borrower hereunder), acting through its Borrower Agent, may terminate its participation terminated in this Agreement and withdraw as a party hereto by (A) giving at least three (3) Banking Days' written notice thereof to the Operations Agent (with sufficient copies for itself and the other Banks), accompanied by a revised SCHEDULE 1 in accordance with Section 4.09 reflecting the withdrawal of such Borrower, and (B) repaying in full the Loans and any other obligations of such Borrower hereunder, including, without limitation, accrued and unpaid interest on the Loans, the accrued and unpaid Commitment Fees, and all other fees and expenses provided for herein to be paid by such Borrower. Upon the effective date of such termination, the Banks' obligations to make Committed Credit Loans to such Borrower hereunder shall terminate, such Borrower shall cease to be a party to this Agreement and this Agreement shall be of no further force and effect as to such Borrower, except as otherwise provided hereinabove, and except for the indemnification obligations of such Borrower hereunder with respect to Loans made by, or other actions taken by, the Banks or the Operations Agent to, or in respect of, such Borrower prior to the effective date of such termination, and except for the rights of such Borrower pursuant to Section 5.01(c) to be reimbursed costs, if any, recovered by the Banks. This Agreement (including the Commitments) shall otherwise remain in full force and effect as to all other Borrowerstheir entirety. (c) Subject to the foregoing and to the provisions of Articles X and XIV hereof, the Commitments shall terminate in full on and as of the Expiration Date. Upon such termination, each Borrower, severally and not jointly, promises to pay, and there shall become absolutely due and payable on the Expiration Date, the principal amount of all Loans outstanding to such Borrower on such date, together with any and all accrued and unpaid interest thereon and fees and other amounts due hereunder. Except as otherwise provided in this Section 2.02, the Borrowers shall not have the right to reduce or terminate the Commitments.