Common use of Termination and Reduction of Commitments and LC Facility Deposits Clause in Contracts

Termination and Reduction of Commitments and LC Facility Deposits. (a) The U.S. Borrower may, upon at least three Business Days’ prior notice to the Agent, terminate in whole or reduce in part the unused portions of the U.S. Revolving Commitments or Canadian Revolving Commitments; provided, however, that (i) each partial reduction shall be in an aggregate amount of not less than the Minimum Currency Threshold and (ii) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders except that, notwithstanding the foregoing, (x) in connection with the establishment on any date of any Replacement Revolving Commitments pursuant to Section 2.19, the Revolving Commitments of any one or more Lenders providing any such Replacement Revolving Commitments on such date may be reduced in whole or in part on such date on a non-pro rata basis with the other Lenders under the applicable Revolving Facility and (y) U.S. Revolving Commitments that are not U.S. Extended Revolving Commitments may be terminated prior to U.S. Extended Revolving Commitments; provided that after giving effect to any such reduction and to the repayment of any Revolving Loans actually made on such date, the Revolving Credit Outstandings of any Revolving Lender under such Revolving Facility does not exceed the Revolving Commitment thereof). To the extent not previously utilized, all Term Commitments in effect on the Second Restatement Effective Date shall terminate at 5:00 p.m. (New York City time) on the Second Restatement Effective Date. To the extent not previously utilized, the Canadian Term C Commitments will terminate at 5:00 p.m. (New York City time) on the Amendment No.1

Termination and Reduction of Commitments and LC Facility Deposits. (a) The U.S. Borrower may, upon at least three Business Days’ prior notice to the Agent, terminate in whole or reduce in part the unused portions of the U.S. Revolving Commitments or Canadian Revolving Commitments; provided, however, that (i) each partial reduction shall be in an aggregate amount of not less than the Minimum Currency Threshold and (ii) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders except that, notwithstanding the foregoing, (x) in connection with the establishment on any date of any Replacement Revolving Commitments pursuant to Section 2.19, the Revolving Commitments of any one or more Lenders providing any such Replacement Revolving Commitments on such date may be reduced in whole or in part on such date on a non-pro rata basis with the other Lenders under the applicable Revolving Facility and (y) U.S. Revolving Commitments that are not U.S. Extended Revolving Commitments may be terminated prior to U.S. Extended Revolving Commitments; provided that after giving effect to any such reduction and to the repayment of any Revolving Loans actually made on such date, the Revolving Credit Outstandings of any Revolving Lender under such Revolving Facility does not exceed the Revolving Commitment thereof). To the extent not previously utilized, all Term Commitments in effect on the Second Restatement Effective Date shall terminate at 5:00 p.m. (New York City time) on the Second Restatement Effective Date. To the extent not previously utilized, the Canadian Term C Commitments will terminate at 5:00 p.m. (New York City time) on the Amendment No.1.

Termination and Reduction of Commitments and LC Facility Deposits. (a) The U.S. Borrower may, upon at least three Business Days’ prior notice to the Agent, terminate in whole or reduce in part the unused portions of the U.S. Revolving Commitments, U.K. Revolving Commitments, Canadian Revolving Commitments, German Revolving Commitments or Canadian Irish Revolving Commitments or, prior to the Closing Date, the Term Commitments; provided, however, that (i) each partial reduction shall be in an aggregate amount of not less than the Minimum Currency Threshold and (ii) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders except that, notwithstanding the foregoing, (x) in connection with the establishment on any date of any Replacement Revolving Commitments pursuant to Section 2.19, the Revolving Commitments of any one or more Lenders providing any such Replacement Revolving Commitments on such date may be reduced in whole or in part on such date on a non-pro rata basis with the other Lenders under the applicable Revolving Facility and (y) U.S. Revolving Commitments that are not U.S. Extended Revolving Commitments may be terminated prior to U.S. Extended Revolving Commitments; provided that after giving effect to any such reduction and to the repayment of any Revolving Loans actually made on such date, the Revolving Credit Outstandings of any Revolving Lender under such Revolving Facility does not exceed the Revolving Commitment thereof). To the extent not previously utilized, all Term Commitments in effect on the Second Restatement Effective Date shall terminate at 5:00 p.m. (New York City time) on the Second Restatement Effective Closing Date. To . (b) The U.S. Borrower may at any time or from time to time, upon three Business Days’ prior notice to the Agent and the LC Facility Agent, direct the LC Facility Agent to reduce the Total LC Facility Deposit; provided that (i) each partial reduction of the LC Facility Deposits shall be in an integral multiple of $1.0 million and (ii) the LC Facility Deposits shall not be reduced to the extent not previously utilizedthat, after giving effect to such reduction, (x) the aggregate LC Facility LC Exposure would exceed the Total LC Facility Deposit or (y) the aggregate amount of Later Expiring LC Facility Deposits would be less than the sum, without duplication, of (A) the aggregate face amount of the Later Expiring LC Facility Letters of Credit and (B) the aggregate amount of unreimbursed LC Facility LC Disbursements in respect of the Later Expiring LC Facility Letters of Credit. In the event the Total LC Facility Deposit shall be reduced as provided in the preceding sentence, the Canadian Term C Commitments LC Facility Agent will terminate return the amount in the Credit-Linked Deposit Account in excess of the reduced Total LC Facility Deposit to the Agent which shall make such amount available to the LC Facility Lenders, ratably in accordance with the Ratable Portions of the Total LC Facility Deposit (as determined immediately prior to such reduction); provided, that at 5:00 p.m. the option of the Borrower (specified in such notice to the LC Facility Agent) such amounts may first be applied (i) ratably to reduce all LC Facility Deposits with an earlier LC Facility Maturity Date prior to being applied to reduce any LC Facility Deposits with a later LC Facility Maturity Date and (ii) in connection with any establishment of New York City timeLC Facility Deposits pursuant to Section 2.19 on any date, to reduce the LC Facility Deposit of any Lender providing a New LC Facility Deposit on such date. (c) If on any LC Facility Maturity Date (including, if applicable, pursuant to the Amendment No.1definition of LC-2 Facility Maturity Date), the LC Facility LC Exposure, after giving effect to the expiration of the maturing Letters of Credit, for any reason exceeds the amount of Later Expriring LC Facility Deposits, the U.S. Borrower will deposit with the Agent, in accordance with Section 2.04(j), an amount in cash equal to the excess of the LC Facility LC Exposure on such date over the remaining amount of LC Facility Deposits with an LC Facility Maturity Date following such date in order to secure the U.S. Borrower’s reimbursement obligations with respect to any drawings that may occur. Subject only to the U.S. Borrower’s compliance with its obligations under the preceding sentence, any amount of the LC Facility Deposits in the Credit-Linked Deposit Account maturing on any LC Facility Maturity Date will be returned by the LC Facility Agent to the Agent and distributed by the Agent ratably to the LC Facility Lenders with LC Facility Deposits maturing on such LC Facility Maturity Date.

Termination and Reduction of Commitments and LC Facility Deposits. (a) The U.S. Borrower may, upon at least three Business Days’ prior notice to the Agent, terminate in whole or reduce in part the unused portions of the U.S. Revolving Commitments, U.K. Revolving Commitments, Canadian Revolving Commitments, German Revolving Commitments or Canadian Irish Revolving Commitments or, prior to the Closing Date, the Term Commitments; provided, however, that (i) each partial reduction shall be in an aggregate amount of not less than the Minimum Currency Threshold and (ii) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders except that, notwithstanding the foregoing, (x) in connection with the establishment on any date of any Replacement Revolving Commitments pursuant to Section 2.19, the Revolving Commitments of any one or more Lenders providing any such Replacement Revolving Commitments on such date may be reduced in whole or in part on such date on a non-pro rata basis with the other Lenders under the applicable Revolving Facility and (y) U.S. Revolving Commitments that are not U.S. Extended Revolving Commitments may be terminated prior to U.S. Extended Revolving Commitments; provided that after giving effect to any such reduction and to the repayment of any Revolving Loans actually made on such date, the Revolving Credit Outstandings of any Revolving Lender under such Revolving Facility does not exceed the Revolving Commitment thereof). To the extent not previously utilized, all Term Commitments in effect on the Second Restatement Effective Date shall terminate at 5:00 p.m. (New York City time) on the Second Restatement Effective Closing Date. To Notwithstanding anything in this Agreement to the extent not previously utilizedcontrary, the Canadian Term C Commitments will terminate at 5:00 p.m. (New York City time) on the Amendment No.1No. 1 Effective Date, (i) the U.S. Borrower shall repay all outstanding Existing U.S. Revolving Loans and Existing U.S. Swingline Loans together with all accrued interest thereon and all Revolving Commitment Fees and Revolving LC Fees, in each case, through the Amendment No. 1 Effective Date, (ii) any outstanding Revolving Letters of Credit under the Existing U.S. Revolving Facility shall cease to be outstanding under the Existing U.S. Revolving Facility and shall be deemed to have been issued on the Amendment No. 1 Effective Date pursuant to the U.S. Revolving Facility and (iii) all Existing U.S. Revolving Commitments shall terminate. (b) The U.S. Borrower may at any time or from time to time, upon three Business Days’ prior notice to the Agent and the LC Facility Agent, direct the LC Facility Agent to reduce the Total LC Facility Deposit; provided that (i) each partial reduction of the LC Facility Deposits shall be in an integral multiple of $1.0 million and (ii) the LC Facility Deposits shall not be reduced to the extent that, after giving effect to such reduction, (x) the aggregate LC Facility LC Exposure would exceed the Total LC Facility Deposit or (y) the aggregate amount of Later Expiring LC Facility Deposits would be less than the sum, without duplication, of (A) the aggregate face amount of the Later Expiring LC Facility Letters of Credit and (B) the aggregate amount of unreimbursed LC Facility LC Disbursements in respect of the Later Expiring LC Facility Letters of Credit. In the event the Total LC Facility Deposit shall be reduced as provided in the preceding sentence, the LC Facility Agent will return the amount in the Credit-Linked Deposit Account in excess of the reduced Total LC Facility Deposit to the Agent which shall make such amount available to the LC Facility Lenders, ratably in accordance with the Ratable Portions of the Total LC Facility Deposit (as determined immediately prior to such reduction); provided, that at the option of the Borrower (specified in such notice to the LC Facility Agent) such amounts may first be applied (i) ratably to reduce all LC Facility Deposits with an earlier LC Facility Maturity Date prior to being applied to reduce any LC Facility Deposits with a later LC Facility Maturity Date and (ii) in connection with any establishment of New LC Facility Deposits pursuant to Section 2.19 on any date, to reduce the LC Facility Deposit of any Lender providing a New LC Facility Deposit on such date. (c) If on any LC Facility Maturity Date (including, if applicable, pursuant to the definition of LC-2 Facility Maturity Date), the LC Facility LC Exposure, after giving effect to the expiration of the maturing Letters of Credit, for any reason exceeds the amount of Later Expriring LC Facility Deposits, the U.S. Borrower will deposit with the Agent, in accordance with Section 2.04(j), an amount in cash equal to the excess of the LC Facility LC Exposure on such date over the remaining amount of LC Facility Deposits with an LC Facility Maturity Date following such date in order to secure the U.S. Borrower’s reimbursement obligations with respect to any drawings that may occur. Subject only to the U.S. Borrower’s compliance with its obligations under the preceding sentence, any amount of the LC Facility Deposits in the Credit-Linked Deposit Account maturing on any LC Facility Maturity Date will be returned by the LC Facility Agent to the Agent and distributed by the Agent ratably to the LC Facility Lenders with LC Facility Deposits maturing on such LC Facility Maturity Date.