Common use of Termination, Reduction, Increase and Extension of Commitments Clause in Contracts

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum, (ii) the Company shall not terminate or reduce the US Tranche Commitments if, after giving effect to any concurrent prepayment of the US Tranche Loans in accordance with Section 2.10, aggregate US Tranche Exposures would exceed the aggregate US Tranche Commitments, (iii) the Company shall not terminate or reduce the Canadian Tranche Commitments if, after giving effect to any concurrent prepayment of the Canadian Tranche Loans in accordance with Section 2.10, the aggregate Canadian Tranche Exposures would exceed the aggregate Canadian Tranche Commitments, (iv) the Company shall not terminate or reduce the Euro Tranche Commitments if, after giving effect to any concurrent prepayment of the Euro Tranche Loans in accordance with Section 2.10, the aggregate Euro Tranche Exposures would exceed the aggregate Euro Tranche Commitments and (v) the Company shall not terminate or reduce any Commitments if, after giving effect to any concurrent prepayment of Loans in accordance with Section 2.10, the aggregate Exposures would exceed the aggregate Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date of such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (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 Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class. (d) (i) The Company may on one or more occasions, by written notice to the Administrative Agent and executed by the Company and one or more financial institutions (any such financial institution referred to in this paragraph (d) being called an “Increasing Lender”), which may include any Lender, cause new Commitments of any Tranche to be extended by the Increasing Lenders (or cause the Commitments of any Tranche of the Increasing Lenders to be increased, as the case may be) in amounts set forth in such notice not to be less than (A) $10,000,000 for each Increasing Lender and (B) $25,000,000 for all Increasing Lenders under each such notice; provided that (x) at no time shall the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to this paragraph (d) exceed $500,000,000, (y) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company (which approval shall not be unreasonably withheld, conditioned or delayed) and (z) each Increasing Lender, if not already a Lender hereunder, shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment or Commitments of such Increasing Lender and/or its status as a Lender hereunder. The decision of any Lender to increase its Commitment shall be at the sole discretion of such Lender.

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum, Minimum and (ii) the Company shall not terminate or reduce the US Tranche Commitments if, after giving effect to any concurrent prepayment of the US Tranche Loans in accordance with Section 2.102.09, aggregate US Tranche Exposures the Revolving Loan Exposure of any Lender would exceed the aggregate US Tranche Commitments, (iii) the Company shall not terminate its Commitment or reduce the Canadian Tranche Commitments if, after giving effect to any concurrent prepayment of the Canadian Tranche Loans in accordance with Section 2.10, the aggregate Canadian Tranche Exposures would exceed the aggregate Canadian Tranche Commitments, (iv) the Company shall not terminate or reduce the Euro Tranche Commitments if, after giving effect to any concurrent prepayment of the Euro Tranche Loans in accordance with Section 2.10, the aggregate Euro Tranche Exposures would exceed the aggregate Euro Tranche Commitments and (v) the Company shall not terminate or reduce any Commitments if, after giving effect to any concurrent prepayment of Loans in accordance with Section 2.10, the aggregate Exposures would exceed the aggregate Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date of such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (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 Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassCommitments. (d) (i) The Company may on one or more occasions, by written notice to the Administrative Agent and executed by the Company and one or more financial institutions (any such financial institution referred to in this paragraph (d) being called an “Increasing Lender”), which may include any Lender, cause new Commitments of any Tranche to be extended by the Increasing Lenders (or cause the existing Commitments of any Tranche of the Increasing Lenders to be increased, as the case may be) in amounts set forth in such notice not to be less than (A) $10,000,000 for each Increasing Lender and (B) $25,000,000 for all Increasing Lenders under each such notice; provided that (x) at no time shall the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to this paragraph (d) exceed $500,000,000, (y) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company (which approval shall not be unreasonably withheld, conditioned or delayed) and (z) each Increasing Lender, if not already a Lender hereunder, shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment or Commitments of such Increasing Lender and/or its status as a Lender hereunder. The decision of any Lender to increase its Commitment shall be at the sole discretion of such Lender.

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall automatically terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum, or the entire amount of the Commitments of such Class, (ii) the Company shall will not terminate or reduce the US Global Tranche Commitments if, after giving effect to any concurrent prepayment of the US Global Tranche Loans in accordance with Section 2.10, the aggregate US Global Tranche Credit Exposures would exceed the aggregate US Global Tranche Commitments, Commitments and (iii) the Company shall not terminate or reduce the Canadian US/UK Tranche Commitments if, after giving effect to any concurrent prepayment of the Canadian US/UK Tranche Loans in accordance with Section 2.10, the aggregate Canadian US/UK Tranche Credit Exposures would exceed the aggregate Canadian US/UK Tranche Commitments, (iv) the Company shall not terminate or reduce the Euro Tranche Commitments if, after giving effect to any concurrent prepayment of the Euro Tranche Loans in accordance with Section 2.10, the aggregate Euro Tranche Exposures would exceed the aggregate Euro Tranche Commitments and (v) the Company shall not terminate or reduce any Commitments if, after giving effect to any concurrent prepayment of Loans in accordance with Section 2.10, the aggregate Exposures would exceed the aggregate Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reductionreduction (or such shorter period as the Administrative Agent shall reasonably agree), specifying the effective date of such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or debt securities or the consummation of a Specified Transaction, in which case such notice may be revoked by the Company (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 Commitments of any Class shall be permanent. Each Except as provided in Section 2.08(e), each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class. (d) (i) The Company may on one or more occasionsmay, by written notice to the Administrative Agent, request that the total Commitments under any Tranche be increased (a “Commitment Increase”) by an amount for each increased Tranche of not less than US$15,000,000 or an integral multiple of US$5,000,000 in excess thereof; provided that the aggregate amount of increases under all Tranches pursuant to this sentence shall not exceed the sum of (A)(1) US $500,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to clause (A)(1) of paragraph (e) below plus (2) an unlimited amount so long as immediately after giving effect to such Commitment Increase, the Leverage Ratio shall not exceed 4.00:1.00 on a Pro Forma Basis, at any time after the Closing Date at the request of the Company and with the consent of the lenders whose commitments are to be increased and (B) the aggregate amount by which new Commitments of any Class established pursuant to this Section 2.08 shall exceed the simultaneous reductions in the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders participating in such new Class. Such notice shall set forth the amount of the requested increase in each Tranche and the date (the “Increase Effective Date”) on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 45 days after the date of such notice); provided that any existing Lender approached to provide all or a portion of the Commitment Increase may decline, in its sole discretion, to provide all or a portion of such portion of the Commitment Increase. Each Commitment Increase will be effected by a joinder agreement (the “Increase Joinder”) executed by the Company, the Administrative Agent, the Issuing Banks and each Lender providing a portion of such Commitment Increase, in form and substance reasonably satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent and the Issuing Banks to effect the Commitment Increase. Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, at the time of the execution of an Increase Joinder, this Agreement and the other Loan Documents shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Commitment Increase evidenced thereby. Any such deemed amendment may be effected by the Administrative Agent with the Company’s consent and furnished to the other parties hereto. On the Increase Effective Date, (A) the aggregate principal amount of the Loans outstanding under each Tranche under which a Commitment Increase will become effective (the “Initial Loans” under such Tranche) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrowers holding Commitments under such Tranche shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans under such Tranche and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (C) each Lender under such Tranche shall pay to the Administrative Agent in same day funds an amount equal to the difference, if positive, between (x) such Lender’s Tranche Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (y) such Lender’s Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, (D) after the Administrative Agent receives the funds specified in clause (C) above, the Administrative Agent shall pay to each Lender under such Tranche the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and (2) such Lender’s Tranche Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Lender shall be deemed to hold its Tranche Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (F) each applicable Borrower shall pay each applicable Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (A) above in respect of each Eurocurrency Loan or B/A Equivalent Loan shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs actually result therefrom. Notwithstanding the foregoing, no increase in the Commitments under any Tranche (or in any Commitment of any Lender) or addition of any Lender providing any Commitment Increase shall become effective under this Section unless, (A) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Company shall be in pro forma compliance with Section 6.05 (calculated using the Consolidated Total Debt as of such date immediately after giving effect to the Commitment Increase) and (C) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered pursuant to Section 4.01 (including, at the request of the Administrative Agent, legal opinions) as to the corporate power and authority of the applicable Borrowers to borrow hereunder after giving effect to such increase, all in form and substance reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything in Section 10.02 or elsewhere in this Agreement to the contrary, in the event the Company shall desire to designate after the date hereof as Borrowing Subsidiaries hereunder one or more Subsidiaries organized under the laws of Canada or any political subdivision thereof and shall determine that payments of interest or fees by any such Subsidiary to one or more of the Global Tranche Lenders would be subject to withholding taxes if made under the arrangements provided for herein, the Company may request Lenders selected by it that would be able to receive such payments free of withholding taxes to establish hereunder an additional Class of Commitments under which Loans would be made available to such Borrowing Subsidiaries and, if the Company shall so elect, to the Company and one or more financial institutions (other Borrowing Subsidiaries, and, subject to the provisions of the following sentence, the Company may increase total Commitments in connection with the establishment of such Class. Subject to the provisions of this paragraph, any such financial institution referred additional Class of Commitments may be established by a written amendment to in this Agreement entered into by the Company, the Administrative Agent, each Issuing Bank and each Lender that shall agree to provide a Commitment of such Class, and shall not require the consent of any other Lender; provided that: (i) the aggregate outstanding principal amount of the new Commitments of any Class established pursuant to this paragraph shall not, without the consent of the Required Lenders, exceed the sum of (A)(1) US$500,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to clause (A)(1) of paragraph (d) being called above plus (2) an “Increasing Lender”)unlimited amount so long as immediately after giving effect to such new Commitments, which may include the Leverage Ratio shall not exceed 4.00:1.00 on a Pro Forma Basis and (B) the aggregate amount of any Lender, cause new simultaneous reductions of the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders extending Commitments as part of such new Class (and any Tranche to such reductions may, notwithstanding any other provision of this Agreement, be extended effected by the Increasing Lenders (or cause amendment agreement establishing such new Class without any corresponding reduction of the Commitments of any the other Global Tranche of the Increasing Lenders to be increasedor US/UK Tranche Lenders, as the case may be) in amounts set forth in such notice not to be less than (A) $10,000,000 for each Increasing Lender ); and (Bii) $25,000,000 for all Increasing Lenders under each such notice; provided that (x) at no time shall the aggregate amount of all extensions of new terms applicable to the Commitments and increases in existing Commitments effected pursuant to this paragraph (d) exceed $500,000,000, (y) each Increasing Lender, if not already a Lender hereunder, Borrowings of any new Class shall be subject the same as those applicable to the approval of original Classes except as required or deemed appropriate by the Company, the Administrative Agent and the Issuing Banks to make the Commitments and Loans of such new Class available to the intended Borrowing Subsidiaries. Any such amendment agreement shall, subject to the preceding sentence, amend the provisions of this Agreement and the other Loan Documents to set forth the terms of such new Class and the Borrowings thereunder and make such other amendments to this Agreement (including to Sections 2.17, 7.02 and 10.02) as shall be necessary or appropriate in the judgment of the Company and the Administrative Agent to make the benefits of this Agreement available to the Lenders participating in such new Class. Further, any such amendment agreement shall amend the provisions of this Agreement (which approval including the definition of Excluded Taxes and Section 2.16) as shall be necessary or appropriate in the judgment of the Company, the Administrative Agent and the Issuing Banks to ensure that payments by or to Lenders participating in such new Class shall not be unreasonably withheldsubject to withholding taxes imposed by Canada and the United States in effect on the date each such Lender becomes a participant in the new Class. The Commitments, conditioned or delayedLoans and Borrowings of any Class established pursuant to this paragraph shall constitute Commitments, Loans and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees created by the Subsidiary Guarantee Agreement to the extent provided therein. (f) and The Maturity Date may be extended on up to two occasions in the manner set forth in this Section 2.08(f) for a period of one year from the Maturity Date then in effect. If the Company wishes to request an extension of the Maturity Date (z) each Increasing Lenderan “Extension Request”), if the Company shall give notice to that effect to the Administrative Agent not already a Lender hereunderless than 30 nor more than 60 days prior to any anniversary of the Closing Date, shall execute all such documentation as whereupon the Administrative Agent shall reasonably specify to evidence promptly notify each of the Commitment or Commitments Lenders of such Increasing request; provided that the Company shall only be permitted to make an Extension Request twice during the term of this Agreement. Each Lender and/or will use its status best efforts to respond to such request, whether affirmatively or negatively, as a it may elect in its sole discretion, within 30 days of such notice to the Administrative Agent. Any Lender hereundernot responding to such request within such time period shall be deemed to have responded negatively to such request. The decision Company may request the Lenders that do not elect to extend the Maturity Date to assign their Commitments in their entirety to one or more permitted assignees pursuant to Section 10.04 which permitted assignees will agree to extend the Maturity Date. If Lenders having more than 50% of any Lender the aggregate amount of the Commitments (including such permitted assignees and excluding their respective transferor Lenders) respond affirmatively, then, subject to increase its Commitment receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit G hereto duly completed and signed by the Company, the Administrative Agent and such Lenders, the Maturity Date shall be extended to the first anniversary of the Maturity Date then in effect with respect to such Lenders (but not with respect to Lenders not so responding affirmatively). Any extension of the Maturity Date pursuant to this Section 2.08(f) shall be subject to satisfaction of the conditions set forth in Section 4.02(a) and Section 4.02(b) and the Administrative Agent shall have received a certificate certifying that such conditions are satisfied at the sole discretion time of such Lenderextension and after giving effect thereto dated the date of the effectiveness of such extension and executed by a Financial Officer of the Company.

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum, Minimum and (ii) the Company shall not terminate or reduce the US Tranche Commitments if, after giving effect to any concurrent prepayment of the US Tranche Loans in accordance with Section 2.102.09, aggregate US Tranche Exposures the Revolving Loan Exposure of any Lender would exceed the aggregate US Tranche Commitments, (iii) the Company shall not terminate its Commitment or reduce the Canadian Tranche Commitments if, after giving effect to any concurrent prepayment of the Canadian Tranche Loans in accordance with Section 2.10, the aggregate Canadian Tranche Exposures would exceed the aggregate Canadian Tranche Commitments, (iv) the Company shall not terminate or reduce the Euro Tranche Commitments if, after giving effect to any concurrent prepayment of the Euro Tranche Loans in accordance with Section 2.10, the aggregate Euro Tranche Exposures would exceed the aggregate Euro Tranche Commitments and (v) the Company shall not terminate or reduce any Commitments if, after giving effect to any concurrent prepayment of Loans in accordance with Section 2.10, the aggregate Exposures would exceed the aggregate Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date of such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (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 Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassCommitments. (d) (i) The Company may on one or more occasions, by written notice to the Administrative Agent and executed by the Company and one or more financial institutions (any such financial institution referred to in this paragraph (dSection 2.08(d) being called an “Increasing Lender”), which may include any Lender, cause new Commitments of any Tranche to be extended by the Increasing Lenders (or cause the existing Commitments of any Tranche of the Increasing Lenders to be increased, as the case may be) in amounts set forth in such notice not to be less than (A) $10,000,000 for each Increasing Lender and (B) $25,000,000 for all Increasing Lenders under each such notice; provided that (x) at no time shall the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to this paragraph (dSection 2.08(d) exceed $500,000,000, (y) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company (which approval shall not be unreasonably withheld, conditioned or delayed) and (z) each Increasing Lender, if not already a Lender hereunder, shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment or Commitments of such Increasing Lender and/or its status as a Lender hereunder. The decision of any Lender to increase its Commitment shall be at the sole discretion of such Lender.

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall automatically terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum, or the entire amount of the Commitments of such Class, (ii) the Company shall will not terminate or reduce the US Global Tranche Commitments if, after giving effect to any concurrent prepayment of the US Global Tranche Loans in accordance with Section 2.10, the aggregate US Global Tranche Credit Exposures would exceed the aggregate US Global Tranche Commitments, Commitments and (iii) the Company shall not terminate or reduce the Canadian US/UK Tranche Commitments if, after giving effect to any concurrent prepayment of the Canadian US/UK Tranche Loans in accordance with Section 2.10, the aggregate Canadian US/UK Tranche Credit Exposures would exceed the aggregate Canadian US/UK Tranche Commitments, (iv) the Company shall not terminate or reduce the Euro Tranche Commitments if, after giving effect to any concurrent prepayment of the Euro Tranche Loans in accordance with Section 2.10, the aggregate Euro Tranche Exposures would exceed the aggregate Euro Tranche Commitments and (v) the Company shall not terminate or reduce any Commitments if, after giving effect to any concurrent prepayment of Loans in accordance with Section 2.10, the aggregate Exposures would exceed the aggregate Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reductionreduction (or such shorter period as the Administrative Agent shall reasonably agree), specifying the effective date of such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the Canadian Administrative Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or debt securities or the consummation of a Specified Transaction, in which case such notice may be revoked by the Company (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 Commitments of any Class shall be permanent. Each Except as provided in Section 2.08(e), each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class. (d) (i) The Company may on one or more occasionsmay, by written notice to the Administrative Agent, request that the total Commitments under any Tranche be increased (a “Commitment Increase”) by an amount for each increased Tranche of not less than US$15,000,000 or an integral multiple of US$5,000,000 in excess thereof; provided that the aggregate amount of increases under all Tranches pursuant to this sentence shall not exceed the sum of (A)(1) US $250,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to clause (A)(1) of paragraph (e) below plus (2) an unlimited amount so long as immediately after giving effect to such Commitment Increase, the Leverage Ratio shall not exceed 3.50:1.00 on a pPro fForma bBasis, at any time after the Closing Date at the request of the Company and with the consent of the lenders whose commitments are to be increased and (B) the aggregate amount by which new Commitments of any Class established pursuant to Section 2.08 shall exceed the simultaneous reductions in the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders participating in such new Class. Such notice shall set forth the amount of the requested increase in each Tranche and the date (the “Increase Effective Date”) on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 45 days after the date of such notice); provided that any existing Lender approached to provide all or a portion of the Commitment Increase may decline, in its sole discretion, to provide all or a portion of such portion of the Commitment Increase. Each Commitment Increase will be effected by a joinder agreement (the “Increase Joinder”) executed by the Company, the Administrative Agent, the Issuing Banks and each Lender providing a portion of such Commitment Increase, in form and substance of Exhibit G attached hereto or otherwise reasonably satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent and the Issuing Banks to effect the Commitment Increase. Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, at the time of the execution of an Increase Joinder, this Agreement and the other Loan Documents shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Commitment Increase evidenced thereby. Any such deemed amendment may be effected by the Administrative Agent with the Borrower’s consent and furnished to the other parties hereto. On the Increase Effective Date, (A) the aggregate principal amount of the Loans outstanding under each Tranche under which a Commitment Increase will become effective (the “Initial Loans” under such Tranche) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrowers holding Commitments under such Tranche shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans under such Tranche and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (C) each Lender under such Tranche shall pay to the Applicable Agent in same day funds an amount equal to the difference, if positive, between (x) such Lender’s Tranche Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (y) such Lender’s Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, (D) after the Applicable Agent receives the funds specified in clause (C) above, the Applicable Agent shall pay to each Lender under such Tranche the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and (2) such Lender’s Tranche Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Lender shall be deemed to hold its Tranche Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (F) each applicable Borrower shall pay each applicable Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (A) above in respect of each Eurocurrency Loan or B/A Equivalent Loan shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs actually result therefrom. Notwithstanding the foregoing, no increase in the Commitments under any Tranche (or in any Commitment of any Lender) or addition of any Lender providing any Commitment Increase shall become effective under this Section unless, (A) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Company shall be in pro forma compliance with Section 6.05 (calculated using the Consolidated Total Debt as of such date immediately after giving effect to the Commitment Increase) and (C) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered pursuant to Section 4.01 (including, at the request of the Administrative Agent, legal opinions) as to the corporate power and authority of the applicable Borrowers to borrow hereunder after giving effect to such increase, all in form and substance reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything in Section 10.02 or elsewhere in this Agreement to the contrary, in the event the Company shall desire to designate after the date hereof as Borrowing Subsidiaries hereunder one or more Subsidiaries organized under the laws of Canada or any political subdivision thereof and shall determine that payments of interest or fees by any such Subsidiary to one or more of the Global Tranche Lenders would be subject to withholding taxes if made under the arrangements provided for herein, the Company may request Lenders selected by it that would be able to receive such payments free of withholding taxes to establish hereunder an additional Class of Commitments under which Loans would be made available to such Borrowing Subsidiaries and, if the Company shall so elect, to the Company and one or more financial institutions (other Borrowing Subsidiaries, and, subject to the provisions of the following sentence, the Company may increase total Commitments in connection with the establishment of such Class. Subject to the provisions of this paragraph, any such financial institution referred additional Class of Commitments may be established by a written amendment to in this Agreement entered into by the Company, the Administrative Agent, each Issuing Bank and each Lender that shall agree to provide a Commitment of such Class, and shall not require the consent of any other Lender; provided, that: (i) the aggregate outstanding principal amount of the new Commitments of any Class established pursuant to this paragraph shall not, without the consent of the Required Lenders, exceed the sum of (A)(1) US$250,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to clause (A)(1) of paragraph (d) being called above plus (2) an “Increasing Lender”)unlimited amount so long as immediately after giving effect to such new Commitments, which may include the Leverage Ratio shall not exceed 3.50:1.00 on a pPro fForma bBasis and (B) the aggregate amount of any Lender, cause new simultaneous reductions of the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders extending Commitments as part of such new Class (and any Tranche to such reductions may, notwithstanding any other provision of this Agreement, be extended effected by the Increasing Lenders (or cause amendment agreement establishing such new Class without any corresponding reduction of the Commitments of any the other Global Tranche of the Increasing Lenders to be increasedor US/UK Tranche Lenders, as the case may be) in amounts set forth in such notice not to be less than (A) $10,000,000 for each Increasing Lender ); and (Bii) $25,000,000 for all Increasing Lenders under each such notice; provided that (x) at no time shall the aggregate amount of all extensions of new terms applicable to the Commitments and increases in existing Commitments effected pursuant to this paragraph (d) exceed $500,000,000, (y) each Increasing Lender, if not already a Lender hereunder, Borrowings of any new Class shall be subject the same as those applicable to the approval of original Classes except as required or deemed appropriate by the Company, the Administrative Agent and the Issuing Banks to make the Commitments and Loans of such new Class available to the intended Borrowing Subsidiaries. Any such amendment agreement shall, subject to the preceding sentence, amend the provisions of this Agreement and the other Loan Documents to set forth the terms of such new Class and the Borrowings thereunder and make such other amendments to this Agreement (including to Sections 2.17, 7.02 and 10.02) as shall be necessary or appropriate in the judgment of the Company and the Administrative Agent to make the benefits of this Agreement available to the Lenders participating in such new Class. Further, any such amendment agreement shall amend the provisions of this Agreement (which approval including the definition of Excluded Taxes and Section 2.16) as shall be necessary or appropriate in the judgment of the Company, the Administrative Agent and the Issuing Banks to ensure that payments by or to Lenders participating in such new Class shall not be unreasonably withheld, conditioned or delayed) subject to withholding taxes imposed by Canada and (z) the United States in effect on the date each Increasing Lender, if not already such Lender becomes a Lender hereunder, shall execute all such documentation as participant in the Administrative Agent shall reasonably specify to evidence the Commitment or Commitments of such Increasing Lender and/or its status as a Lender hereundernew Class. The decision Commitments, Loans and Borrowings of any Lender Class established pursuant to increase its Commitment this paragraph shall constitute Commitments, Loans and Borrowings under, and shall be at entitled to all the sole discretion of such Lenderbenefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees created by the Subsidiary Guarantee Agreement to the extent provided therein.

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum, (ii) the Company shall not terminate or reduce the US Tranche Commitments if, after giving effect to any concurrent prepayment of the US Tranche Loans in accordance with Section 2.10, aggregate US Tranche Exposures would exceed the aggregate US Tranche Commitments, (iii) the Company shall not terminate or reduce the Canadian Tranche Commitments if, after giving effect to any concurrent prepayment of the Canadian Tranche Loans in accordance with Section 2.10, the aggregate Canadian Tranche Exposures would exceed the aggregate Canadian Tranche Commitments, (iv) the Company shall not terminate or reduce the Euro Tranche Commitments if, after giving effect to any concurrent prepayment of the Euro Tranche Loans in accordance with Section 2.10, the aggregate Euro Tranche Exposures would exceed the aggregate Euro Tranche Commitments and (v) the Company shall not terminate or reduce any Commitments if, after giving effect to any concurrent prepayment of Loans in accordance with Section 2.10, the aggregate Exposures would exceed the aggregate Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date of such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the other Agents and the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (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 Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class. (d) (i) The Company may on one or more occasions, by written notice to the Administrative Agent and executed by the Company and one or more financial institutions (any such financial institution referred to in this paragraph (d) being called an “Increasing Lender”), which may include any Lender, cause new Commitments of any Tranche to be extended by the Increasing Lenders (or cause the Commitments of any Tranche of the Increasing Lenders to be increased, as the case may be) in amounts set forth in such notice not to be less than (A) $10,000,000 for each Increasing Lender and (B) $25,000,000 for all Increasing Lenders under each such notice; provided that (x) at no time shall the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to this paragraph (d) exceed $500,000,000, (y) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company (which approval shall not be unreasonably withheld, conditioned or delayed) and (z) each Increasing Lender, if not already a Lender hereunder, shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment or Commitments of such Increasing Lender and/or its status as a Lender hereunder. The decision of any Lender to increase its Commitment shall be at the sole discretion of such Lender.

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall automatically terminate on the earlier to occur of (i) the Acquisition Longstop Date in the event that the Closing Date has not occurred on or before such date, (ii) the termination of the Company’s (or its applicable Subsidiary’s) obligations under the Acquisition Agreement to consummate the Acquisition and (iii) the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum, or the entire amount of the Commitments of such Class, (ii) the Company shall will not terminate or reduce the US Global Tranche Commitments if, after giving effect to any concurrent prepayment of the US Global Tranche Loans in accordance with Section 2.10, the aggregate US Global Tranche Credit Exposures would exceed the aggregate US Global Tranche Commitments, Commitments and (iii) the Company shall not terminate or reduce the Canadian US/UK Tranche Commitments if, after giving effect to any concurrent prepayment of the Canadian US/UK Tranche Loans in accordance with Section 2.10, the aggregate Canadian US/UK Tranche Credit Exposures would exceed the aggregate Canadian US/UK Tranche Commitments, (iv) the Company shall not terminate or reduce the Euro Tranche Commitments if, after giving effect to any concurrent prepayment of the Euro Tranche Loans in accordance with Section 2.10, the aggregate Euro Tranche Exposures would exceed the aggregate Euro Tranche Commitments and (v) the Company shall not terminate or reduce any Commitments if, after giving effect to any concurrent prepayment of Loans in accordance with Section 2.10, the aggregate Exposures would exceed the aggregate Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date of such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the Canadian Administrative Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or debt securities, in which case such notice may be revoked by the Company (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 Commitments of any Class shall be permanent. Each Except as provided in Section 2.08(e), each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class. (d) (i) The Company may on one or more occasionsmay, by written notice to the Administrative Agent Agent, request that the total Commitments under any Tranche be increased (a “Commitment Increase”) by an amount for each increased Tranche of not less than US$15,000,000 or an integral multiple of US$5,000,000 in excess thereof; provided that the aggregate amount of increases under all Tranches pursuant to this sentence shall not exceed the excess of (A) US $100,000,000 over (B) the aggregate amount by which new Commitments of any Class established pursuant to Section 2.08(e) shall exceed the simultaneous reductions in the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders participating in such new Class. Such notice shall set forth the amount of the requested increase in each Tranche, and executed the date (the “Increase Effective Date”) on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 45 days after the date of such notice), and shall offer each Lender holding a Commitment under each applicable Tranche the opportunity to increase its Commitment in such Tranche by its Tranche Percentage of the proposed increased amount. Each such Lender shall, by notice to the Company and the Administrative Agent given not more than 5 Business Days after the date of the Company’s notice, either agree to increase its applicable Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender” with respect to such Tranche) or decline to increase its applicable Commitment (and any Lender that does not deliver such a notice within such period of 5 Business Days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a “Non-Increasing Lender” with respect to such Tranche). In the event that on the 5th Business Day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments under any Tranche by an aggregate amount less than the increase in the total Commitments requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this paragraph (d) being called an “Increasing Augmenting Lender”” with respect to such Tranche), which may include any Lender, cause new to extend Commitments of any Tranche in an aggregate amount equal to be extended by the Increasing Lenders (or cause the Commitments of any Tranche of the Increasing Lenders to be increased, as the case may be) in amounts set forth in such notice not to be less than (A) $10,000,000 for each Increasing Lender and (B) $25,000,000 for all Increasing Lenders under each such noticeunsubscribed amount; provided that (x) at no time shall the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to this paragraph (d) exceed $500,000,000, (y) each Increasing Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company (which approval shall not be unreasonably withheld, conditioned or delayed) and (z) the Borrowers and each Increasing Lender, if not already a Augmenting Lender hereunder, shall execute all such documentation as the Administrative Agent and the Company shall reasonably specify to evidence the Commitment or Commitments of such Increasing Augmenting Lender and/or and its status as a Lender hereunder. On the Increase Effective Date, (A) the aggregate principal amount of the Loans outstanding under each Tranche under which a Commitment Increase will become effective (the “Initial Loans” under such Tranche) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrowers holding Commitments under such Tranche shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans under such Tranche and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (C) each Lender under such Tranche shall pay to the Applicable Agent in same day funds an amount equal to the difference, if positive, between (x) such Lender’s Tranche Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (y) such Lender’s Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, (D) after the Applicable Agent receives the funds specified in clause (C) above, the Applicable Agent shall pay to each Lender under such Tranche the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and (2) such Lender’s Tranche Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Tranche Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (F) each applicable Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The decision deemed payments made pursuant to clause (A) above in respect of each Eurocurrency Loan or B/A Equivalent Loan shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs actually result therefrom. Notwithstanding the foregoing, no increase in the Commitments under any Tranche (or in any Commitment of any Lender) or addition of an Augmenting Lender to increase its Commitment shall become effective under this Section unless, (A) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.03 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Company shall be in pro forma compliance with Section 6.05 immediately after giving effect to the Commitment Increase and (C) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered pursuant to Section 4.02 (including, at the sole discretion request of the Administrative Agent, legal opinions) as to the corporate power and authority of the applicable Borrowers to borrow hereunder after giving effect to such increase, all in form and substance reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything in Section 10.02 or elsewhere in this Agreement to the contrary, in the event the Company shall desire to designate after the date hereof as Borrowing Subsidiaries hereunder one or more Subsidiaries organized under the laws of Canada or any political subdivision thereof and shall determine that payments of interest or fees by any such Subsidiary to one or more of the Global Tranche Lenders would be subject to withholding taxes if made under the arrangements provided for herein, the Company may request Lenders selected by it that would be able to receive such payments free of withholding taxes to establish hereunder an additional Class of Commitments under which Loans would be made available to such Borrowing Subsidiaries and, if the Company shall so elect, to the Company and one or more other Borrowing Subsidiaries, and, subject to the provisions of the following sentence, the Company may increase total Commitments in connection with the establishment of such Class. Subject to the provisions of this paragraph, any such additional Class of Commitments may be established by a written amendment to this Agreement entered into by the Company, the Administrative Agent and each Lender that shall agree to provide a Commitment of such Class, and shall not require the consent of any other Lender; provided, that: (i) the aggregate outstanding principal amount of the new Commitments of any Class established pursuant to this paragraph shall not, without the consent of the Required Lenders, exceed the sum of (A) US$100,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to paragraph (d) above and (B) the aggregate amount of any simultaneous reductions of the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders extending Commitments as part of such new Class (and any such reductions may, notwithstanding any other provision of this Agreement, be effected by the amendment agreement establishing such new Class without any corresponding reduction of the Commitments of the other Global Tranche Lenders or US/UK Tranche Lenders, as the case may be); and (ii) the terms applicable to the Commitments and Borrowings of any new Class shall be the same as those applicable to the original Classes except as required or deemed appropriate by the Company and the Administrative Agent to make the Commitments and Loans of such new Class available to the intended Borrowing Subsidiaries. Any such amendment agreement shall, subject to the preceding sentence, amend the provisions of this Agreement and the other Loan Documents to set forth the terms of such new Class and the Borrowings thereunder and make such other amendments to this Agreement (including to Sections 2.17, 7.02 and 10.02) as shall be necessary or appropriate in the judgment of the Company and the Administrative Agent to make the benefits of this Agreement available to the Lenders participating in such new Class. Further, any such amendment agreement shall amend the provisions of this Agreement (including the definition of Excluded Taxes and Section 2.16) as shall be necessary or appropriate in the judgment of the Company and the Administrative Agent to ensure that payments by or to Lenders participating in such new Class shall not be subject to withholding taxes imposed by Canada and the United States in effect on the date each such Lender becomes a participant in the new Class. The Commitments, Loans and Borrowings of any Class established pursuant to this paragraph shall constitute Commitments, Loans and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees created by the Subsidiary Guarantee Agreement to the extent provided therein.

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall automatically terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum, or the entire amount of the Commitments of such Class, (ii) the Company shall will not terminate or reduce the US Global Tranche Commitments if, after giving effect to any concurrent prepayment of the US Global Tranche Loans in accordance with Section 2.10, the aggregate US Global Tranche Credit Exposures would exceed the aggregate US Global Tranche Commitments, Commitments and (iii) the Company shall not terminate or reduce the Canadian US/UK Tranche Commitments if, after giving effect to any concurrent prepayment of the Canadian US/UK Tranche Loans in accordance with Section 2.10, the aggregate Canadian US/UK Tranche Credit Exposures would exceed the aggregate Canadian US/UK Tranche Commitments, (iv) the Company shall not terminate or reduce the Euro Tranche Commitments if, after giving effect to any concurrent prepayment of the Euro Tranche Loans in accordance with Section 2.10, the aggregate Euro Tranche Exposures would exceed the aggregate Euro Tranche Commitments and (v) the Company shall not terminate or reduce any Commitments if, after giving effect to any concurrent prepayment of Loans in accordance with Section 2.10, the aggregate Exposures would exceed the aggregate Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date of such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the Canadian Administrative Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or debt securities, in which case such notice may be revoked by the Company (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 Commitments of any Class shall be permanent. Each Except as provided in Section 2.08(e), each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class. (d) (i) The Company may on one or more occasionsmay, by written notice to the Administrative Agent and executed Agent, request that the total Commitments under any Tranche be increased (a “Commitment Increase”) by an amount for each increased Tranche of not less than US$15,000,000 or an integral multiple of US$5,000,000 in excess thereof; provided that the aggregate amount of increases under all Tranches pursuant to this sentence shall not exceed the sum of (A)(1) US $250,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to clause (A)(1) of paragraph (e) below plus (2) an unlimited amount so long as immediately after giving effect to such Commitment Increase, the Leverage Ratio shall not exceed 3.50:1.00 on a pro forma basis, at any time after the Closing Date at the request of the Company and one or more financial institutions with the consent of the lenders whose commitments are to be increased and (any such financial institution referred to in this paragraph (dB) being called an “Increasing Lender”), the aggregate amount by which may include any Lender, cause new Commitments of any Class established pursuant to Section 2.08 shall exceed the simultaneous reductions in the Global Tranche to be extended by Commitments and/or the Increasing Lenders (or cause the US/UK Tranche Commitments of any Tranche the Lenders participating in such new Class. Such notice shall set forth the amount of the Increasing Lenders requested increase in each Tranche and the date (the “Increase Effective Date”) on which such increase is requested to become effective (which shall be increased, as the case may be) in amounts set forth in such notice not to be less than (A) $10,000,000 for each Increasing Lender and (B) $25,000,000 for all Increasing Lenders under each 10 Business Days or more than 45 days after the date of such notice); provided that any existing Lender approached to provide all or a portion of the Commitment Increase may decline, in its sole discretion, to provide all or a portion of such portion of the Commitment Increase. Each Commitment Increase will be effected by a joinder agreement (xthe “Increase Joinder”) at no time shall executed by the aggregate amount Company, the Administrative Agent, the Issuing Banks and each Lender providing a portion of all extensions such Commitment Increase, in form and substance of new Commitments and increases in existing Commitments effected pursuant Exhibit G attached hereto or otherwise reasonably satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this paragraph (d) exceed $500,000,000, (y) each Increasing Lender, if not already a Lender hereunder, shall Agreement and the other Loan Documents as may be subject to necessary or appropriate in the approval opinion of the Administrative Agent and the Company Issuing Banks to effect the Commitment Increase. Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, at the time of the execution of an Increase Joinder, this Agreement and the other Loan Documents shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Commitment Increase evidenced thereby. Any such deemed amendment may be effected by the Administrative Agent with the Borrower’s consent and furnished to the other parties hereto. On the Increase Effective Date, (A) the aggregate principal amount of the Loans outstanding under each Tranche under which approval a Commitment Increase will become effective (the “Initial Loans” under such Tranche) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall not be unreasonably withhelddeemed to be repaid, conditioned or delayed(B) after the effectiveness of the Commitment Increase, the Borrowers holding Commitments under such Tranche shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans under such Tranche and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (C) each Lender under such Tranche shall pay to the Applicable Agent in same day funds an amount equal to the difference, if positive, between (x) such Lender’s Tranche Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (y) such Lender’s Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, (D) after the Applicable Agent receives the funds specified in clause (C) above, the Applicable Agent shall pay to each Lender under such Tranche the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and (2) such Lender’s Tranche Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Lender shall be deemed to hold its Tranche Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (zF) each Increasing applicable Borrower shall pay each applicable Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (A) above in respect of each Eurocurrency Loan or B/A Equivalent Loan shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs actually result therefrom. Notwithstanding the foregoing, no increase in the Commitments under any Tranche (or in any Commitment of any Lender) or addition of any Lender providing any Commitment Increase shall become effective under this Section unless, if not already a Lender hereunder(A) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall execute all such documentation as be satisfied and the Administrative Agent shall reasonably specify have received a certificate to evidence that effect dated such date and executed by a Financial Officer of the Commitment or Commitments of such Increasing Lender and/or its status as a Lender hereunder. The decision of any Lender to increase its Commitment Company, (B) the Company shall be at the sole discretion of such Lender.in pro forma compliance with

Termination, Reduction, Increase and Extension of Commitments. (a) Unless previously terminated, the Commitments shall automatically terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum, or the entire amount of the Commitments of such Class, (ii) the Company shall will not terminate or reduce the US Global Tranche Commitments if, after giving effect to any concurrent prepayment of the US Global Tranche Loans in accordance with Section 2.10, the aggregate US Global Tranche Credit Exposures would exceed the aggregate US Global Tranche Commitments, Commitments and (iii) the Company shall not terminate or reduce the Canadian US/UK Tranche Commitments if, after giving effect to any concurrent prepayment of the Canadian US/UK Tranche Loans in accordance with Section 2.10, the aggregate Canadian US/UK Tranche Credit Exposures would exceed the aggregate Canadian US/UK Tranche Commitments, (iv) the Company shall not terminate or reduce the Euro Tranche Commitments if, after giving effect to any concurrent prepayment of the Euro Tranche Loans in accordance with Section 2.10, the aggregate Euro Tranche Exposures would exceed the aggregate Euro Tranche Commitments and (v) the Company shall not terminate or reduce any Commitments if, after giving effect to any concurrent prepayment of Loans in accordance with Section 2.10, the aggregate Exposures would exceed the aggregate Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date of such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the Canadian Administrative Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or debt securities, in which case such notice may be revoked by the Company (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 Commitments of any Class shall be permanent. Each Except as provided in Section 2.08(e), each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class. (d) (i) The Company may on one or more occasionsmay, by written notice to the Administrative Agent, request that the total Commitments under any Tranche be increased (a “Commitment Increase”) by an amount for each increased Tranche of not less than US$15,000,000 or an integral multiple of US$5,000,000 in excess thereof; provided that the aggregate amount of increases under all Tranches pursuant to this sentence shall not exceed the sum of (A)(1) US $250,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to clause (A)(1) of paragraph (e) below plus (2) an unlimited amount so long as immediately after giving effect to such Commitment Increase, the Leverage Ratio shall not exceed 3.50:1.00 on a pro forma basis, at any time after the Closing Date at the request of the Company and with the consent of the lenders whose commitments are to be increased and (B) the aggregate amount by which new Commitments of any Class established pursuant to Section 2.08 shall exceed the simultaneous reductions in the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders participating in such new Class. Such notice shall set forth the amount of the requested increase in each Tranche and the date (the “Increase Effective Date”) on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 45 days after the date of such notice); provided that any existing Lender approached to provide all or a portion of the Commitment Increase may decline, in its sole discretion, to provide all or a portion of such portion of the Commitment Increase. Each Commitment Increase will be effected by a joinder agreement (the “Increase Joinder”) executed by the Company, the Administrative Agent, the Issuing Banks and each Lender providing a portion of such Commitment Increase, in form and substance of Exhibit G attached hereto or otherwise reasonably satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent and the Issuing Banks to effect the Commitment Increase. Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, at the time of the execution of an Increase Joinder, this Agreement and the other Loan Documents shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Commitment Increase evidenced thereby. Any such deemed amendment may be effected by the Administrative Agent with the Borrower’s consent and furnished to the other parties hereto. On the Increase Effective Date, (A) the aggregate principal amount of the Loans outstanding under each Tranche under which a Commitment Increase will become effective (the “Initial Loans” under such Tranche) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrowers holding Commitments under such Tranche shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans under such Tranche and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (C) each Lender under such Tranche shall pay to the Applicable Agent in same day funds an amount equal to the difference, if positive, between (x) such Lender’s Tranche Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (y) such Lender’s Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, (D) after the Applicable Agent receives the funds specified in clause (C) above, the Applicable Agent shall pay to each Lender under such Tranche the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and (2) such Lender’s Tranche Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Lender shall be deemed to hold its Tranche Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (F) each applicable Borrower shall pay each applicable Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (A) above in respect of each Eurocurrency Loan or B/A Equivalent Loan shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs actually result therefrom. Notwithstanding the foregoing, no increase in the Commitments under any Tranche (or in any Commitment of any Lender) or addition of any Lender providing any Commitment Increase shall become effective under this Section unless, (A) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Company shall be in pro forma compliance with Section 6.05 (calculated using the Consolidated Total Debt as of such date immediately after giving effect to the Commitment Increase) and (C) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered pursuant to Section 4.01 (including, at the request of the Administrative Agent, legal opinions) as to the corporate power and authority of the applicable Borrowers to borrow hereunder after giving effect to such increase, all in form and substance reasonably satisfactory to the Administrative Agent. (e) Notwithstanding anything in Section 10.02 or elsewhere in this Agreement to the contrary, in the event the Company shall desire to designate after the date hereof as Borrowing Subsidiaries hereunder one or more Subsidiaries organized under the laws of Canada or any political subdivision thereof and shall determine that payments of interest or fees by any such Subsidiary to one or more of the Global Tranche Lenders would be subject to withholding taxes if made under the arrangements provided for herein, the Company may request Lenders selected by it that would be able to receive such payments free of withholding taxes to establish hereunder an additional Class of Commitments under which Loans would be made available to such Borrowing Subsidiaries and, if the Company shall so elect, to the Company and one or more financial institutions (other Borrowing Subsidiaries, and, subject to the provisions of the following sentence, the Company may increase total Commitments in connection with the establishment of such Class. Subject to the provisions of this paragraph, any such financial institution referred additional Class of Commitments may be established by a written amendment to in this Agreement entered into by the Company, the Administrative Agent, each Issuing Bank and each Lender that shall agree to provide a Commitment of such Class, and shall not require the consent of any other Lender; provided, that: (i) the aggregate outstanding principal amount of the new Commitments of any Class established pursuant to this paragraph shall not, without the consent of the Required Lenders, exceed the sum of (A)(1) US$250,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to clause (A)(1) of paragraph (d) being called above plus (2) an “Increasing Lender”)unlimited amount so long as immediately after giving effect to such new Commitments, which may include the Leverage Ratio shall not exceed 3.50:1.00 on a pro forma basis and (B) the aggregate amount of any Lender, cause new simultaneous reductions of the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders extending Commitments as part of such new Class (and any Tranche to such reductions may, notwithstanding any other provision of this Agreement, be extended effected by the Increasing Lenders (or cause amendment agreement establishing such new Class without any corresponding reduction of the Commitments of any the other Global Tranche of the Increasing Lenders to be increasedor US/UK Tranche Lenders, as the case may be) in amounts set forth in such notice not to be less than (A) $10,000,000 for each Increasing Lender ); and (Bii) $25,000,000 for all Increasing Lenders under each such notice; provided that (x) at no time shall the aggregate amount of all extensions of new terms applicable to the Commitments and increases in existing Commitments effected pursuant to this paragraph (d) exceed $500,000,000, (y) each Increasing Lender, if not already a Lender hereunder, Borrowings of any new Class shall be subject the same as those applicable to the approval of original Classes except as required or deemed appropriate by the Company, the Administrative Agent and the Issuing Banks to make the Commitments and Loans of such new Class available to the intended Borrowing Subsidiaries. Any such amendment agreement shall, subject to the preceding sentence, amend the provisions of this Agreement and the other Loan Documents to set forth the terms of such new Class and the Borrowings thereunder and make such other amendments to this Agreement (including to Sections 2.17, 7.02 and 10.02) as shall be necessary or appropriate in the judgment of the Company and the Administrative Agent to make the benefits of this Agreement available to the Lenders participating in such new Class. Further, any such amendment agreement shall amend the provisions of this Agreement (which approval including the definition of Excluded Taxes and Section 2.16) as shall be necessary or appropriate in the judgment of the Company, the Administrative Agent and the Issuing Banks to ensure that payments by or to Lenders participating in such new Class shall not be unreasonably withheld, conditioned or delayed) subject to withholding taxes imposed by Canada and (z) the United States in effect on the date each Increasing Lender, if not already such Lender becomes a Lender hereunder, shall execute all such documentation as participant in the Administrative Agent shall reasonably specify to evidence the Commitment or Commitments of such Increasing Lender and/or its status as a Lender hereundernew Class. The decision Commitments, Loans and Borrowings of any Lender Class established pursuant to increase its Commitment this paragraph shall constitute Commitments, Loans and Borrowings under, and shall be at entitled to all the sole discretion of such Lenderbenefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees created by the Subsidiary Guarantee Agreement to the extent provided therein.