Common use of Termination and Reduction of Revolving Commitments Clause in Contracts

Termination and Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date. (b) The Borrowers may at any time terminate, or from time to time reduce, in either case, without premium or penalty (other than, with respect to Eurodollar Borrowings, payments that may become due under Section 2.15), the Revolving Commitments or the Canadian Revolving Sub-Commitments, provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the aggregate Revolving Exposure (excluding, in the case of any termination of the Revolving Commitments, the portion of the Revolving Exposure attributable to outstanding Letters of Credit if and to the extent that the applicable Borrower has made arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank with respect to such Letters of Credit) would exceed the aggregate Revolving Commitments, (iii) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the U.S. Revolving Loans in accordance with Section 2.10, the aggregate U.S. Revolving Exposure would exceed the lesser of (A) the aggregate Revolving Commitments at such time minus the Canadian Revolving Exposure at such time or (B) (1) the U.S. Borrowing Base at such time minus (2) the amount by which (x) the aggregate Canadian Revolving Exposure at such time exceeds (y) the Canadian Borrowing Base at such time, (iv) the Borrowers shall not terminate or reduce the Canadian Revolving Sub-Commitments if, after giving effect to any concurrent prepayment of the Canadian Revolving Loans in accordance with Section 2.10, the aggregate Canadian Revolving Exposure would exceed the lesser of (A) the aggregate Canadian Revolving Sub-Commitments and (B) (x) the Aggregate Borrowing Base at such time minus (y) the aggregate U.S. Revolving Exposure at such time and (v) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to such termination or reduction, the aggregate Canadian Revolving Sub-Commitments would exceed the aggregate Revolving Commitments. (c) The Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments or Canadian Revolving Sub-Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrowers pursuant to this Section shall be irrevocable, provided that a notice of termination or reduction of Revolving Commitments or Canadian Revolving Sub-Commitments delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments or Canadian Revolving Sub-Commitments shall be permanent, subject to any increases effected pursuant to Section 2.19. Each reduction of the Revolving Commitments or Canadian Revolving Sub-Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments or Canadian Revolving Sub-Commitments.

Termination and Reduction of Revolving Commitments. (a) Unless previously terminated, the all Revolving Commitments shall terminate on the Maturity DateDate applicable to them and each Extension Series of Extended Revolving Commitments shall terminate on the Maturity Date applicable to such Series. (b) The Borrowers Upon delivering the notice required by Section 2.09(d), the Borrower Agent may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Agent of a cash deposit (or at the discretion of the Agent a back up standby letter of credit reasonably satisfactory to the Agent) equal to 103% of the LC Exposure as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses then due and payable under the Loan Documents. (c) Upon delivering the notice required by Section 2.09(d), the Borrower Agent may from time to time reduce, in either case, without premium or penalty (other than, with respect to Eurodollar Borrowings, payments that may become due under Section 2.15), reduce the Revolving Commitments or the Canadian Revolving Sub-Commitments, of any Class; provided that (i) each reduction of the Revolving Commitments of a Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000, (ii) the Borrowers Borrower Agent shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.10, the aggregate Revolving Exposure sum of (excluding, A) in the case of any termination of the U.S. Revolving Commitments, the portion of the U.S. Revolving Exposure attributable to outstanding Letters of Credit if and to the extent that the applicable Borrower has made arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank with respect to such Letters of Credit) Exposures would exceed the aggregate lesser of the total U.S. Revolving Commitments and the U.S. Borrowing Base or (B) in the case of the Canadian Revolving Commitments, the Canadian Revolving Exposures would exceed the lesser of the total Canadian Revolving Commitments and the Canadian Borrowing Base, and (iii) the Borrowers any such reduction shall not terminate or apply proportionately and permanently to reduce the Revolving Commitments ifof each of the Applicable Lenders within such Class, except that, notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.27 to the Borrowers within a Borrower Group, the Revolving Commitments of any one or more the Applicable Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of the Revolving Commitments so extended on such date (provided that (x) after giving effect to any concurrent prepayment such reduction and to the repayment of any Revolving Loans made on such date, the U.S. Revolving Exposure of any such U.S. Revolving Lender does not exceed the lesser of the U.S. Revolving Loans in accordance with Section 2.10, the aggregate U.S. Revolving Exposure would exceed the lesser Commitment thereof and its Applicable Percentage of (A) the aggregate Revolving Commitments at such time minus the Canadian Revolving Exposure at such time or (B) (1) the U.S. Borrowing Base at (such time minus (2) U.S. Revolving Exposure, U.S. Revolving Commitment and Applicable Percentage being determined in each case, for the amount by which (x) the aggregate Canadian avoidance of doubt, exclusive of such Lender’s Extended Revolving Exposure at such time exceeds Commitment and any exposure in respect thereof), (y) the Canadian Borrowing Base at such time, (iv) the Borrowers shall not terminate or reduce the Canadian Revolving Sub-Commitments if, after giving effect to any concurrent prepayment such reduction and to the repayment of any Revolving Loans made on such date, the Canadian Revolving Exposure of any such Canadian Revolving Lender does not exceed the lesser of the Canadian Revolving Loans in accordance with Section 2.10, Commitment thereof and its Applicable Percentage of the aggregate Canadian Borrowing Base (such Canadian Revolving Exposure would exceed the lesser of (A) the aggregate Exposure, Canadian Revolving Sub-Commitments Commitment and Applicable Percentage being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof), and (Bz) (x) for the Aggregate Borrowing Base at avoidance of doubt, any such time minus (y) repayment of Revolving Loans contemplated by the aggregate U.S. Revolving Exposure at preceding clauses shall be made in compliance with the requirements of Section 2.18 with respect to the ratable allocation of payments hereunder, with such time and (v) the Borrowers shall not terminate or reduce the Revolving Commitments if, allocation being determined after giving effect to such termination or reductionany exchange pursuant to Section 2.27 of Revolving Commitments and Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans, respectively, and prior to any reduction being made to the aggregate Canadian Revolving Sub-Commitments would exceed the aggregate Revolving CommitmentsCommitment of any other Lender). (cd) The Borrowers Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments or Canadian Revolving Sub-Commitments to the Borrowers of any Class under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Applicable Lenders of the contents thereof. Each notice delivered by the Borrowers pursuant to this Section shall be irrevocable, provided that a notice of termination or reduction of Revolving Commitments or Canadian Revolving Sub-Commitments delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments or Canadian Revolving Sub-Commitments pursuant to this Section 2.09 shall be permanent, subject to any increases effected pursuant to Section 2.19. Each reduction of the Revolving Commitments or Canadian Revolving Sub-Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments or Canadian Revolving Sub-Commitments.

Termination and Reduction of Revolving Commitments. (a) Unless previously terminated, the (i) all Tranche A Revolving Commitments shall terminate on the Maturity Date applicable to them, (ii) each Extension Series of Extended Revolving Commitments shall terminate on the Maturity Date applicable to such Series, and (iii) all Tranche B Commitments shall terminate on the Tranche B Maturity Date. If and (iv) all Tranche C Commitments shall terminate on the Tranche B Effective Date does not occur pursuant to the terms of the First Amendment prior to the date specified in Section 11 thereof, then (A) the Tranche B Commitments of each Tranche B Lender and (B) the respective portion of the Canadian Revolving Commitments of each Canadian Revolving Lender in excess of its respective Canadian Revolving Commitments in effect immediately prior to the First Amendment Date, shall be immediately terminated for all purposes under this Agreement.C Maturity Date. (b) The Borrowers Upon delivering the notice required by Section 2.09(d), the Borrower Agent may at any time terminateterminate the Tranche A Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Agent of a cash deposit (or at the discretion of the Agent a back up standby letter of credit reasonably satisfactory to the Agent) equal to 103% of the LC Exposure as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses then due and payable under the Loan Documents. In the event the Tranche A Revolving Commitments are terminated, the Tranche B Commitments and Tranche C Commitments shall be automatically and concurrently terminated, and the payment in full of all outstanding Tranche B Loans and Tranche C Loans, together with all accrued and unpaid interest thereon, shall be then due and payable as well. (c) Upon delivering the notice required by Section 2.09(d), the Borrower Agent may from time to time reduce, in either case, without premium or penalty (other than, with respect to Eurodollar Borrowings, payments that may become due under Section 2.15), reduce the Tranche A Revolving Commitments or the Canadian Revolving Sub-Commitments, of any Class; provided that (i) each reduction of the Tranche A Revolving Commitments of a Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000, (ii) the Borrowers Borrower Agent shall not terminate or reduce the Tranche A Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.10, the aggregate Revolving Exposure sum of (excluding, A) in the case of any termination of the U.S. Revolving Commitments, the portion of the U.S. Revolving Exposure attributable to outstanding Letters of Credit if and to the extent that the applicable Borrower has made arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank with respect to such Letters of Credit) Exposures would exceed the aggregate lesser of the total U.S. Revolving Commitments and the U.S. Borrowing Base or (B) in the case of the Canadian Revolving Commitments, the Canadian Revolving Exposures would exceed the lesser of the total Canadian Revolving Commitments and the Canadian Borrowing Base, and (iii) any such reduction shall apply proportionately and permanently to reduce the Tranche A Revolving Commitments of each of the Applicable Lenders within such Class, except that, notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.27 to the Borrowers shall not terminate or reduce within a Borrower Group, the Tranche A Revolving Commitments if, of any one or more the Applicable Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of the Tranche A Revolving Commitments so extended on such date (provided that (x) after giving effect to any concurrent prepayment such reduction and to the repayment of any U.S. Revolving Loans made on such date, the U.S. Revolving Exposure of any such U.S. Revolving Lender does not exceed the lesser of the U.S. Revolving Loans in accordance with Section 2.10, the aggregate U.S. Revolving Exposure would exceed the lesser Commitment thereof and its Applicable Percentage of (A) the aggregate Revolving Commitments at such time minus the Canadian Revolving Exposure at such time or (B) (1) the U.S. Borrowing Base at (such time minus (2) U.S. Revolving Exposure, U.S. Revolving Commitment and Applicable Percentage being determined in each case, for the amount by which (x) the aggregate Canadian avoidance of doubt, exclusive of such Lender’s Extended Revolving Exposure at such time exceeds Commitment and any exposure in respect thereof), (y) the Canadian Borrowing Base at such time, (iv) the Borrowers shall not terminate or reduce the Canadian Revolving Sub-Commitments if, after giving effect to any concurrent prepayment such reduction and to the repayment of any Canadian Revolving Loans made on such date, the Canadian Revolving Exposure of any such Canadian Revolving Lender does not exceed the lesser of the Canadian Revolving Loans in accordance with Section 2.10, Commitment thereof and its Applicable Percentage of the aggregate Canadian Borrowing Base (such Canadian Revolving Exposure would exceed the lesser of (A) the aggregate Exposure, Canadian Revolving Sub-Commitments Commitment and Applicable Percentage being determined in each case, for the avoidance of doubt, exclusive of such Tranche A Revolving Lender’s Extended Revolving Commitment and any exposure in respect thereof), and (Bz) (x) for the Aggregate Borrowing Base at avoidance of doubt, any such time minus (y) repayment of Tranche A Revolving Loans contemplated by the aggregate U.S. Revolving Exposure at preceding clauses shall be made in compliance with the requirements of Section 2.18 with respect to the ratable allocation of payments hereunder, with such time and (v) the Borrowers shall not terminate or reduce the Revolving Commitments if, allocation being determined after giving effect to such termination or reductionany exchange pursuant to Section 2.27 of Tranche A Revolving Commitments and Tranche A Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans, respectively, and prior to any reduction being made to the aggregate Canadian Tranche A Revolving Sub-Commitments would exceed the aggregate Commitment of any other Tranche A Revolving CommitmentsLender). (cd) The Borrowers Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce the Tranche A Revolving Commitments or Canadian Revolving Sub-Commitments to the Borrowers of any Class under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Applicable Tranche A Lenders of the contents thereof. Each notice delivered by the Borrowers pursuant to this Section shall be irrevocable, provided that a notice of termination or reduction of Revolving Commitments or Canadian Revolving Sub-Commitments delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Tranche A Revolving Commitments or Canadian Revolving Sub-Commitments pursuant to this Section 2.09 shall be permanent, subject to any increases effected pursuant to Section 2.19. Each . (e) No voluntary reduction of the Revolving Tranche B Commitments or Canadian Revolving Sub-Tranche C Commitments shall may be made ratably among hereunder, other than in connection with a voluntary termination of the Lenders in accordance with their respective Revolving Tranche B Commitments or Canadian Revolving Sub-the Tranche C Commitments, respectively, in their entirety, which termination shall require the payment in full of all outstanding Tranche B Loans or Tranche C Loans, as applicable, together with all accrued and unpaid interest thereon.

Termination and Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date. (b) The Borrowers may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Agents, as applicable, of a cash deposit or Supporting Letter of Credit as required by Section 2.07(j)(ii)), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations (other than contingent indemnification Obligations to the extent no claims giving rise thereto have been asserted) together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce, in either case, without premium or penalty (other than, with respect to Eurodollar Borrowings, payments that may become due under Section 2.15), reduce the Revolving Commitments or the Canadian Revolving Sub-Commitments, ; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the aggregate Revolving Exposure (excluding, in the case of any termination of the Revolving Commitments, the portion of the Revolving Exposure attributable to outstanding Letters of Credit if and to the extent that the applicable Borrower has made arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank with respect to such Letters of Credit) would exceed the aggregate Revolving Commitments2.11, (iiiA) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment sum of the U.S. Revolving Loans in accordance with Section 2.10, the aggregate U.S. Revolving Exposure Credit Exposures would exceed the lesser of (A) the aggregate Revolving Aggregate U.S. Commitments at such time minus and the Canadian Revolving Exposure at such time U.S. Borrowing Base or (B) (1) the U.S. Borrowing Base at such time minus (2) the amount by which (x) the aggregate Canadian Revolving Exposure at such time exceeds (y) the Canadian Borrowing Base at such time, (iv) the Borrowers shall not terminate or reduce the Canadian Revolving Sub-Commitments if, after giving effect to any concurrent prepayment sum of the Canadian Revolving Loans in accordance with Section 2.10, the aggregate Canadian Revolving Exposure Subfacility Credit Exposures would exceed the lesser of (A) the aggregate Canadian Revolving Sub-Subfacility Commitments and (B) (x) the Canadian Borrowing Base. The Aggregate U.S. Commitment shall not at any time be reduced below the Aggregate Borrowing Base at such time minus (y) the aggregate U.S. Revolving Exposure at such time and (v) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to such termination or reduction, the aggregate Canadian Revolving Sub-Commitments would exceed the aggregate Revolving CommitmentsCommitment. (cd) The Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments or Canadian Revolving Sub-Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrowers pursuant to this Section shall be irrevocable, ; provided that a notice of termination or reduction of the Revolving Commitments or Canadian Revolving Sub-Commitments delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other eventfacilities, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any Subject to Section 2.02(c), any termination or reduction of the Canadian Revolving Subfacility Commitments or Canadian the U.S. Revolving Sub-Commitments shall be permanent, subject to any increases effected pursuant to Section 2.19. Each reduction of the U.S. Revolving Commitments or Canadian Revolving Sub-Commitments shall be made ratably among the U.S. Lenders in accordance with their respective U.S. Revolving Commitments or and each reduction of the Canadian Revolving Sub-Subfacility Commitments shall be made ratably among the Canadian Lenders in accordance with their respective Canadian Revolving Subfacility Commitments.