Common use of Termination of Commitments and Reduction of the Commitment Amounts Clause in Contracts

Termination of Commitments and Reduction of the Commitment Amounts. Unless previously terminated, the Loan Commitments shall terminate on the Loan Commitment Termination Date and the Letter of Credit Commitment shall terminate on the Letter of Credit Commitment Termination Date. If at any time the Borrowing Base is terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination or reduction. The Borrower may, from time to time on any Business Day occurring after the Effective Date, voluntarily reduce the amount of any Commitment Amount on the Business Day so specified by the Borrower; provided that, (a) all such reductions shall require at least one Business Day’s prior notice to the Administrative Agent and be permanent, (b) any reduction of any Commitment Amount shall be in a minimum amount of $1,000,000 and in an integral multiple of $1,000,000 unless such reduction is in the full amount of the remaining available Commitment Amount, and (c) the Borrower shall not terminate or reduce (i) the Loan Commitment Amount if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Credit Exposures of all Lenders would exceed the Loan Commitment Amount or (ii) the Letter of Credit Commitment if, after giving effect thereto, the aggregate amount of all Letter of Credit Outstandings would exceed the Letter of Credit Commitment. Any optional or mandatory reduction of the Loan Commitment Amount pursuant to the terms of this Agreement that reduces the Loan Commitment Amount below the Letter of Credit Commitment Amount shall result in an automatic and corresponding reduction of the Letter of Credit Commitment Amount (as directed by the Borrower in a notice to the Administrative Agent delivered together with the notice of such voluntary reduction in the Loan Commitment Amount) to an aggregate amount not in excess of the Loan Commitment Amount, as so reduced.

Termination of Commitments and Reduction of the Commitment Amounts. Unless previously terminated, the Loan Commitments shall terminate on the Loan Commitment Termination Date and the Letter of Credit Commitment shall terminate on the Letter of Credit Commitment Termination Date. If at any time the Borrowing Base is terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination or reduction. The Borrower may, from time to time on any Business Day occurring after the Effective Date, voluntarily reduce the amount of any Commitment Amount on the Business Day so specified by the Borrower; provided that, (a) all such reductions shall require at least one Business Day’s prior notice to the Administrative Agent and be permanent, (b) and any partial reduction of any Commitment Amount shall be in a minimum amount of $1,000,000 and in an integral multiple of $1,000,000 unless such reduction is in the full amount of the remaining available Commitment Amount, and (c) the Borrower shall not terminate or reduce (i) the Loan Commitment Amount if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Credit Exposures of all Lenders would exceed the Loan Commitment Amount or (ii) the Letter of Credit Commitment if, after giving effect thereto, the aggregate amount of all Letter of Credit Outstandings would exceed the Letter of Credit Commitment1,000,000. Any optional or mandatory reduction of the Loan Commitment Amount pursuant to the terms of this Agreement that reduces the Loan Commitment Amount below the Letter of Credit Commitment Amount shall result in an automatic and corresponding reduction of the Letter of Credit Commitment Amount (as directed by the Borrower in a notice to the Administrative Agent delivered together with the notice of such voluntary reduction in the Loan Commitment Amount) to an aggregate amount not in excess of the Loan Commitment Amount, as so reduced.

Termination of Commitments and Reduction of the Commitment Amounts. (a) Unless previously terminated, the Aggregate Commitment and the Swing Line Loan Commitments Commitment shall terminate on the Loan Commitment Termination Date and on such date the Aggregate Commitment shall be zero, the Swing Line Loan Commitment Amount shall be zero and the Letter of Credit Commitment shall terminate on the Letter of Credit Commitment Termination Date. If at any time Date and on such date the Borrowing Base is terminated or reduced to Letter of Credit Commitment Amount shall be zero, then the Commitments shall terminate on the effective date of such termination or reduction. The Borrower may, from time to time on any Business Day occurring after the Effective Date, voluntarily reduce the amount of any Commitment Amount (provided that no reduction of the Aggregate EPL Commitment shall be made pursuant to this Section 2.2(a)) on the Business Day so specified by the Borrower; provided that, (a) all such reductions shall require at least one Business Day’s prior notice to the Administrative Agent and be permanent, (b) any reduction of any Commitment Amount shall be in a minimum amount of $1,000,000 and in an integral multiple of $1,000,000 unless such reduction is in the full amount of the remaining available Commitment Amount, and (c) the Borrower shall not terminate or reduce (i) the Loan Aggregate Commitment Amount if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Credit Exposures of all Revolving Lenders would exceed (1) prior to Disqualifying Condition Termination, the Loan Aggregate Available Commitment Amount or and (2) after Disqualifying Condition Termination, the Aggregate Commitment, (ii) the Letter of Credit Commitment if, after giving effect thereto, the aggregate amount of all Letter of Credit Outstandings would exceed the Letter of Credit CommitmentCommitment or (iii) the Swing Line Loan Commitment Amount, if after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Swing Line Loans would exceed the Swing Line Loan Commitment Amount. Any optional or mandatory reduction of the Loan Aggregate Commitment Amount pursuant to the terms of this Agreement that (x) prior to Disqualifying Condition Termination, reduces the Loan Aggregate Available Commitment Amount below the Letter of Credit Commitment Amount or (y) after Disqualifying Condition Termination reduces the Aggregate Commitment below the Letter of Credit Commitment Amount, shall result in an automatic and corresponding reduction of the Letter of Credit Commitment Amount (as directed by the Borrower in a notice to the Administrative Agent delivered together with the notice of such voluntary reduction in the Loan Commitment AmountAggregate Commitment) to an aggregate amount not in excess of the Loan Aggregate Available Commitment Amountor the Aggregate Commitment, as so reducedreduced (as the case may be). (b) Unless previously terminated, the Aggregate EPL Commitment shall terminate on the EPL Loan Commitment Termination Date and on such date the Aggregate EPL Commitment shall be zero. EPL may, from time to time on any Business Day occurring after the Eighth Amendment Effective Date, voluntarily reduce the amount of the Aggregate EPL Commitment, on the Business Day so specified by EPL; provided that, (a) all such reductions shall require at least one Business Day’s prior notice to the Administrative Agent and be permanent, (b) any such reduction of the Aggregate EPL Commitment shall be in a minimum amount of $1,000,000 and in an integral multiple of $1,000,000 unless such reduction is in the full amount of the remaining available Aggregate EPL Commitment, and (c) EPL shall not terminate or reduce the Aggregate EPL Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate EPL Credit Exposures of all EPL Lenders would exceed the Aggregate EPL Commitment. (c) Notwithstanding anything herein or in any other Loan Document, unless previously terminated, the Aggregate EPL Commitment shall immediately and automatically and without further action by the Borrower, EPL, the Administrative Agent, any Lender or any other Person terminate upon Disqualifying Condition Termination. At such time, and without any further action by the Borrower, EPL, the Administrative Agent, any Lender or any other Person (i) the Borrower shall assume and be deemed to have assumed all EPL Obligations in respect of the EPL Loans, the EPL Notes and all accrued interest thereon, (ii) the EPL Loans automatically shall become and be deemed to be Revolving Loans hereunder, (iii) the EPL Notes will be deemed replaced by Revolving Notes in amount corresponding thereto, (iv) the outstanding principal amount of the Notes shall automatically be increased by the amount of the EPL Loans so assumed by the Borrower, (v) the Aggregate EPL Commitment shall be zero, (vi) the EPL Loan Availability shall be zero, and (vii) the EPL Borrowing Base shall be zero. In the event that the EPL Loans shall become Revolving Loans pursuant to the preceding sentence at a time when an EPL Borrowing Base Deficiency shall be in existence, then such EPL Borrowing Bases Deficiency shall immediately and automatically without any further action by the Borrower, EPL, the Administrative Agent, any Lender or any other Person become or automatically increase, as applicable, the Borrowing Base Deficiency for purposes of this Agreement. (l) Section 2.3 of the Credit Agreement is hereby amended by deleting from the lead-in paragraph of such Section the phrase “Revolving Loans shall be made by the Revolving Lenders” and inserting in place thereof the phrase “Revolving Loans shall be made by the Revolving Lenders and EPL Loans shall be made by the EPL Lenders”. (m) Section 2.3.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Termination of Commitments and Reduction of the Commitment Amounts. (a) Unless previously terminated, the Aggregate Commitment and the Swing Line Loan Commitments Commitment shall terminate on the Loan Commitment Termination Date and on such date the Aggregate Commitment shall be zero, the Swing Line Loan Commitment Amount shall be zero and the Letter of Credit Commitment shall terminate on the Letter of Credit Commitment Termination Date. If at any time Date and on such date the Borrowing Base is terminated or reduced to Letter of Credit Commitment Amount shall be zero, then the Commitments shall terminate on the effective date of such termination or reduction. The Borrower may, from time to time on any Business Day occurring after the Effective Date, voluntarily reduce the amount of any Commitment Amount (provided that no reduction of the Aggregate EPL Commitment shall be made pursuant to this Section 2.2(a)) on the Business Day so specified by the Borrower; provided that, (a) all such reductions shall require at least one Business Day’s prior notice to the Administrative Agent and be permanent, (b) any reduction of any Commitment Amount shall be in a minimum amount of $1,000,000 and in an integral multiple of $1,000,000 unless such reduction is in the full amount of the remaining available Commitment Amount, and (c) the Borrower shall not terminate or reduce (i) the Loan Aggregate Commitment Amount if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Credit Exposures of all Revolving Lenders would exceed (1) prior to Disqualifying Condition Termination, the Loan Aggregate Available Commitment Amount or and (2) after Disqualifying Condition Termination, the Aggregate Commitment, (ii) the Letter of Credit Commitment if, after giving effect thereto, the aggregate amount of all Letter of Credit Outstandings would exceed the Letter of Credit CommitmentCommitment or (iii) the Swing Line Loan Commitment Amount, if after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Swing Line Loans would exceed the Swing Line Loan Commitment Amount. Any optional or mandatory reduction of the Loan Aggregate Commitment Amount pursuant to the terms of this Agreement that (x) prior to Disqualifying Condition Termination, reduces the Loan Aggregate Available Commitment Amount below the Letter of Credit Commitment Amount or (y) after Disqualifying Condition Termination reduces the Aggregate Commitment below the Letter of Credit Commitment Amount, shall result in an automatic and corresponding reduction of the Letter of Credit Commitment Amount (as directed by the Borrower in a notice to the Administrative Agent delivered together with the notice of such voluntary reduction in the Loan Commitment AmountAggregate Commitment) to an aggregate amount not in excess of the Loan Aggregate Available Commitment Amountor the Aggregate Commitment, as so reducedreduced (as the case may be). (b) Unless previously terminated, the Aggregate EPL Commitment shall terminate on the EPL Loan Commitment Termination Date and on such date the Aggregate EPL Commitment shall be zero. EPL may, from time to time on any Business Day occurring after the Eighth Amendment Effective Date, voluntarily reduce the amount of the Aggregate EPL Commitment, on the Business Day so specified by EPL; provided that, (a) all such reductions shall require at least one Business Day’s prior notice to the Administrative Agent and be permanent, (b) any such reduction of the Aggregate EPL Commitment shall be in a minimum amount of $1,000,000 and in an integral multiple of $1,000,000 unless such reduction is in the full amount of the remaining available Aggregate EPL Commitment, and (c) EPL shall not terminate or reduce the Aggregate EPL Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate EPL Credit Exposures of all EPL Lenders would exceed the Aggregate EPL Commitment. (c) Notwithstanding anything herein or in any other Loan Document, unless previously terminated, the Aggregate EPL Commitment shall immediately and automatically and without further action by the Borrower, EPL, the Administrative Agent, any Lender or any other Person terminate upon Disqualifying Condition Termination. At such time, and without any further action by the Borrower, EPL, the Administrative Agent, any Lender or any other Person (i) the Borrower shall assume and be deemed to have assumed all EPL Obligations in respect of the EPL Loans, the EPL Notes and all accrued interest thereon, (ii) the EPL Loans automatically shall become and be deemed to be Revolving Loans hereunder, (iii) the EPL Notes will be deemed replaced by Revolving Notes in amount corresponding thereto, (iv) the outstanding principal amount of the Notes shall automatically be increased by the amount of the EPL Loans so assumed by the Borrower, (v) the Aggregate EPL Commitment shall be zero, (vi) the EPL Loan Availability shall be zero, and (vii) the EPL Borrowing Base shall be zero. In the event that the EPL Loans shall become Revolving Loans pursuant to the preceding sentence at a time when an EPL Borrowing Base Deficiency shall be in existence, then such EPL Borrowing Bases Deficiency shall immediately and automatically without any further action by the Borrower, EPL, the Administrative Agent, any Lender or any other Person become or automatically increase, as applicable, the Borrowing Base Deficiency for purposes of this Agreement.

Termination of Commitments and Reduction of the Commitment Amounts. (a) Unless previously terminated, the Aggregate Commitment and the Swing Line Loan Commitments Commitment shall terminate on the Loan Commitment Termination Date and on such date the Aggregate Commitment shall be zero, the Swing Line Loan Commitment Amount shall be zero and the Letter of Credit Commitment shall terminate on the Letter of Credit Commitment Termination Date. If at any time Date and on such date the Borrowing Base is terminated or reduced to Letter of Credit Commitment Amount shall be zero, then the Commitments shall terminate on the effective date of such termination or reduction. The Borrower may, from time to time on any Business Day occurring after the Effective Date, voluntarily reduce the amount of any Commitment Amount (provided that no reduction of the Aggregate EPL Commitment shall be made pursuant to this Section 2.2(a)) on the Business Day so specified by the Borrower; provided that, (a) all such reductions shall require at least one Business Day’s prior notice to the Administrative Agent and be permanent, (b) any reduction of any Commitment Amount shall be in a minimum amount of $1,000,000 and in an integral multiple of $1,000,000 unless such reduction is in the full amount of the remaining available Commitment Amount, and (c) the Borrower shall not terminate or reduce (i) the Loan Aggregate Commitment Amount if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Credit Exposures of all Revolving Lenders would exceed (1) prior to Disqualifying Condition Termination, the Loan Aggregate Available Commitment Amount or and (2) after Disqualifying Condition Termination, the Aggregate Commitment, (ii) the Letter of Credit Commitment if, after giving effect thereto, the aggregate amount of all Letter of Credit Outstandings would exceed the Letter of Credit CommitmentCommitment or (iii) the Swing Line Loan Commitment Amount, if after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Swing Line Loans would exceed the Swing Line Loan Commitment Amount. Any optional or mandatory reduction of the Loan Aggregate Commitment Amount pursuant to the terms of this Agreement that (x) prior to Disqualifying Condition Termination, reduces the Loan Aggregate Available Commitment Amount below the Letter of Credit Commitment Amount or (y) after Disqualifying Condition Termination reduces the Aggregate Commitment below the Letter of Credit Commitment Amount, shall result in an automatic and corresponding reduction of the Letter of Credit Commitment Amount (as directed by the Borrower in a notice to the Administrative Agent delivered together with the notice of such voluntary reduction in the Loan Commitment AmountAggregate Commitment) to an aggregate amount not in excess of the Loan Aggregate Available Commitment Amountor the Aggregate Commitment, as so reducedreduced (as the case may be). (b) Unless previously terminated, the Aggregate EPL Commitment shall terminate on the EPL Loan Commitment Termination Date and on such date the Aggregate EPL Commitment shall be zero. EPL may, from time to time on any Business Day occurring after the Eighth Amendment Effective Date, voluntarily reduce the amount of the Aggregate EPL Commitment, on the Business Day so specified by EPL; provided that, (a) all such reductions shall require at least one Business Day’s prior notice to the Administrative Agent and be permanent, (b) any such reduction of the Aggregate EPL Commitment shall be in a minimum amount of $1,000,000 and in an integral multiple of $1,000,000 unless such reduction is in the full amount of the remaining available Aggregate EPL Commitment, and (c) EPL shall not terminate or reduce the Aggregate EPL Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate EPL Credit Exposures of all EPL Lenders would exceed the Aggregate EPL Commitment. (c) Notwithstanding anything herein or in any other Loan Document, unless previously terminated, the Aggregate EPL Commitment shall immediately and automatically and without further action by the Borrower, EPL, the Administrative Agent, any Lender or any other Person terminate upon Disqualifying Condition Termination. At such time, and without any further action by the Borrower, EPL, the Administrative Agent, any Lender or any other Person (i) the Borrower shall assume and be deemed to have assumed all EPL Obligations in respect of the EPL Loans, the EPL Notes and all accrued interest thereon, (ii) the EPL Loans automatically shall become and be deemed to be Revolving Loans hereunder, (iii) the EPL Notes will be deemed replaced by Revolving Notes in amount corresponding thereto, (iv) the outstanding principal amount of the Notes shall automatically be increased by the amount of the EPL Loans so assumed by the Borrower, (v) the Aggregate EPL Commitment shall be zero, (vi) the EPL Loan Availability shall be zero, (vii) the EPL Borrowing Base shall be zero and (viii) the Revolving Loan Commitments and the corresponding Revolving Loan Availability shall commensurately increase by the amount of the EPL Loan Commitments and the EPL Loan Availability. In the event that the EPL Loans shall become Revolving Loans pursuant to the preceding sentence at a time when an EPL Borrowing Base Deficiency shall be in existence, then such EPL Borrowing Bases Deficiency shall immediately and automatically without any further action by the Borrower, EPL, the Administrative Agent, any Lender or any other Person become or automatically increase, as applicable, the Borrowing Base Deficiency for purposes of this Agreement. (l) Section 2.3 of the Credit Agreement is hereby amended by deleting from the lead-in paragraph of such Section the phrase “Revolving Loans shall be made by the Revolving Lenders” and inserting in place thereof the phrase “Revolving Loans shall be made by the Revolving Lenders and EPL Loans shall be made by the EPL Lenders”. (m) Section 2.3.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Termination of Commitments and Reduction of the Commitment Amounts. Unless previously terminated, the Revolving Loan Commitments and the Swing Line Loan Commitments shall terminate on the Loan Commitment Termination Date and on such date the Revolving Loan Commitment Amount shall be zero, the Swing Line Commitment Amount shall be zero and the Letter of Credit Commitment shall terminate on the Letter of Credit Commitment Termination Date. If at any time Date and on such date the Borrowing Base is terminated or reduced to Letter of Credit Commitment Amount shall be zero, then the Commitments shall terminate on the effective date of such termination or reduction. The Borrower may, from time to time on any Business Day occurring after the Effective Date, voluntarily reduce the amount of any Commitment Amount on the Business Day so specified by the Borrower; provided that, (a) all such reductions shall require at least one Business Day’s prior notice to the Administrative Agent and be permanent, (b) any reduction of any Commitment Amount shall be in a minimum amount of $1,000,000 and in an integral multiple of $1,000,000 unless such reduction is in the full amount of the remaining available Commitment Amount, and (c) the Borrower shall not terminate or reduce (i) the Revolving Loan Commitment Amount if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Credit Exposures of all Revolving Lenders would exceed the Revolving Loan Commitment Amount or Amount, (ii) the Letter of Credit Commitment if, after giving effect thereto, the aggregate amount of all Letter of Credit Outstandings would exceed the Letter of Credit CommitmentCommitment or (iii) the Swing Line Loan Commitment Amount, if after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Swing Line Loans would exceed the Swing Line Loan Commitment Amount. Any optional or mandatory reduction of the Revolving Loan Commitment Amount pursuant to the terms of this Agreement that reduces the Revolving Loan Commitment Amount below the Letter of Credit Commitment Amount shall result in an automatic and corresponding reduction of the Letter of Credit Commitment Amount (as directed by the Borrower in a notice to the Administrative Agent delivered together with the notice of such voluntary reduction in the Revolving Loan Commitment Amount) to an aggregate amount not in excess of the Revolving Loan Commitment Amount, as so reduced.”

Termination of Commitments and Reduction of the Commitment Amounts. Unless previously terminated, the Revolving Loan Commitments and the Swing Line Loan Commitments shall terminate on the Loan Commitment Termination Date and on such date the Revolving Loan Commitment Amount shall be zero, the Swing Line Commitment Amount shall be zero and the Letter of Credit Commitment shall terminate on the Letter of Credit Commitment Termination Date. If at any time Date and on such date the Borrowing Base is terminated or reduced to Letter of Credit Commitment Amount shall be zero, then the Commitments shall terminate on the effective date of such termination or reduction. The Borrower may, from time to time on any Business Day occurring after the Effective Date, voluntarily reduce the amount of any Commitment Amount on the Business Day so specified by the Borrower; provided that, (a) all such reductions shall require at least one Business Day’s prior notice to the Administrative Agent and be permanent, (b) any reduction of any Commitment Amount shall be in a minimum amount of $1,000,000 and in an integral multiple of $1,000,000 unless such reduction is in the full amount of the remaining available Commitment Amount, and (c) the Borrower shall not terminate or reduce (i) the Revolving Loan Commitment Amount if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Credit Exposures of all Revolving Lenders would exceed the Revolving Loan Commitment Amount or Amount, (ii) the Letter of Credit Commitment if, after giving effect thereto, the aggregate amount of all Letter of Credit Outstandings would exceed the Letter of Credit CommitmentCommitment or (iii) the Swing Line Loan Commitment Amount, if after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Swing Line Loans would exceed the Swing Line Loan Commitment Amount. Any optional or mandatory reduction of the Revolving Loan Commitment Amount pursuant to the terms of this Agreement that reduces the Revolving Loan Commitment Amount below the Letter of Credit Commitment Amount shall result in an automatic and corresponding reduction of the Letter of Credit Commitment Amount (as directed by the Borrower in a notice to the Administrative Agent delivered together with the notice of such voluntary reduction in the Revolving Loan Commitment Amount) to an aggregate amount not in excess of the Revolving Loan Commitment Amount, as so reduced.