Common use of Voluntary Reduction of the Commitments Clause in Contracts

Voluntary Reduction of the Commitments. (i) At any time, US Borrower Representative on behalf of US Borrowers may permanently reduce the US Tranche A Loan Commitment without premium or penalty subject to the payment of LIBOR Breakage Costs, if and to the extent applicable; provided, however, that the US Tranche A Loan Commitment may not be permanently reduced to less than the outstanding principal balance of the US Tranche A Loan as of the date of such reduction (determined after giving effect to all prepayments and repayments made on such date). Any reduction of the US Tranche A Loan Commitment shall not result in a pro rata or any other reduction of the US L/C Sublimit unless so designated in writing by US Borrower Representative or, unless the US Tranche A Loan Commitment is reduced below $25,000,000, of the Canadian Commitment. In addition, US Borrower Representative on behalf of US Borrowers may, at any time terminate the US Tranche A Loan Commitment on at least ten (10) Business Days’ prior written notice to US Agent, which termination may be revoked or deferred by US Borrower Representative on behalf of US Borrowers; provided, that upon such termination, the US Tranche A Loans and US Tranche A1 Loans and all other US Obligations shall be immediately due and payable in full and all US Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 1.6(g) of this Agreement. (ii) At any time, Canadian Borrower Representative on behalf of Canadian Borrowers may permanently reduce the Canadian Tranche A Loan Commitment without premium or penalty subject to the payment of BA Rate Breakage Costs, if and to the extent applicable; provided, however, that the Canadian Tranche A Loan Commitment may not be permanently reduced to less than the outstanding principal balance of the Canadian Tranche A Loan as of the date of such reduction (determined after giving effect to all prepayments and repayments made on such date). Any reduction of the Canadian Tranche A Loan Commitment shall not result in a pro rata or any other reduction of the Canadian L/C Sublimit unless so designated in writing by Canadian Borrower Representative or of the US Tranche A Loan Commitment. In addition, Canadian Borrower Representative on behalf of Canadian Borrowers may, at any time terminate the Canadian Tranche A Loan Commitment on at least ten (10) Business Days’ prior written notice to Canadian Agent, which termination may be revoked or deferred by Canadian Borrower Representative on behalf of Canadian Borrowers; provided, that upon such termination, the Canadian Tranche A Loan and all other Canadian Obligations shall be immediately due and payable in full and all Canadian Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 1.6(g) of this Agreement. (iii) At any time, US Borrower Representative on behalf of US Borrowers may permanently reduce the US Tranche A1 Loan Commitment without premium or penalty subject to the payment of LIBOR Breakage Costs, if and to the extent applicable; provided, however, that the US Tranche A1 Loan Commitment may not be permanently reduced to less than the outstanding principal balance of the US Tranche A1 Loan as of the date of such reduction (determined after giving effect to all prepayments and repayments made on such date). In addition, US Borrower Representative on behalf of US Borrowers may, at any time terminate the US Tranche A1 Loan Commitment on at least ten (10) Business Days’ prior written notice to US Agent, which termination may be revoked or deferred by US Borrower Representative on behalf of US Borrowers; provided, that upon such termination, the US Tranche A1 Loans shall be immediately due and payable in full. (iv) At any time, Canadian Borrower Representative on behalf of Canadian Borrowers may permanently reduce the Canadian Tranche A1 Loan Commitment without premium or penalty subject to the payment of BA Rate Breakage Costs, if and to the extent applicable; provided, however, that the Canadian Tranche A1 Loan Commitment may not be permanently reduced to less than the outstanding principal balance of the Canadian Tranche A1 Loan as of the date of such reduction (determined after giving effect to all prepayments and repayments made on such date). In addition, Canadian Borrower Representative on behalf of Canadian Borrowers may, at any time terminate the Canadian Tranche A1 Loan Commitment on at least ten (10) Business Days’ prior written notice to Canadian Agent, which termination may be revoked or deferred by Canadian Borrower Representative on behalf of Canadian Borrowers; provided, that upon such termination, the Canadian Tranche A1 Loan shall be immediately due and payable in full.

Voluntary Reduction of the Commitments. (i) At any time, US Borrower Representative on behalf of US Borrowers may permanently reduce the US Tranche A Loan Commitment without premium or penalty subject to the payment of LIBOR Breakage Costs, if and to the extent applicable; provided, however, that the US Tranche A Loan Commitment may not be permanently reduced to less than the outstanding principal balance of the US Tranche A Loan as of the date of such reduction (determined after giving effect to all prepayments and repayments made on such date). Any reduction of the US Tranche A Loan Commitment shall not result in a pro rata or any other reduction of the US L/C Sublimit unless so designated in writing by US Borrower Representative or, unless the US Tranche A Loan Commitment is reduced below $25,000,00015,000,000, of the Canadian Commitment. In addition, US Borrower Representative on behalf of US Borrowers may, at any time terminate the US Tranche A Loan Commitment on at least ten (10) Business Days’ prior written notice to US Agent, which termination may be revoked or deferred by US Borrower Representative on behalf of US Borrowers; provided, that upon such termination, the US Tranche A Loans and US Tranche A1 Loans and all other US Obligations shall be immediately due and payable in full and all US Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 1.6(g) of this Agreement. (ii) At any time, Canadian Borrower Representative on behalf of Canadian Borrowers may permanently reduce the Canadian Tranche A Loan Commitment without premium or penalty subject to the payment of BA Rate Breakage Costs, if and to the extent applicable; provided, however, that the Canadian Tranche A Loan Commitment may not be permanently reduced to less than the outstanding principal balance of the Canadian Tranche A Loan as of the date of such reduction (determined after giving effect to all prepayments and repayments made on such date). Any reduction of the Canadian Tranche A Loan Commitment shall not result in a pro rata or any other reduction of the Canadian L/C Sublimit unless so designated in writing by Canadian Borrower Representative or of the US Tranche A Loan Commitment. In addition, Canadian Borrower Representative on behalf of Canadian Borrowers may, at any time terminate the Canadian Tranche A Loan Commitment on at least ten (10) Business Days’ prior written notice to Canadian Agent, which termination may be revoked or deferred by Canadian Borrower Representative on behalf of Canadian Borrowers; provided, that upon such termination, the Canadian Tranche A Loan and all other Canadian Obligations shall be immediately due and payable in full and all Canadian Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 1.6(g) of this Agreement. (iii) At any time, US Borrower Representative on behalf of US Borrowers may permanently reduce the US Tranche A1 Loan Commitment without premium or penalty subject to the payment of LIBOR Breakage Costs, if and to the extent applicable; provided, however, that the US Tranche A1 Loan Commitment may not be permanently reduced to less than the outstanding principal balance of the US Tranche A1 Loan as of the date of such reduction (determined after giving effect to all prepayments and repayments made on such date). In addition, US Borrower Representative on behalf of US Borrowers may, at any time terminate the US Tranche A1 Loan Commitment on at least ten (10) Business Days’ prior written notice to US Agent, which termination may be revoked or deferred by US Borrower Representative on behalf of US Borrowers; provided, that upon such termination, the US Tranche A1 Loans shall be immediately due and payable in full. (iv) At any time, Canadian Borrower Representative on behalf of Canadian Borrowers may permanently reduce the Canadian Tranche A1 Loan Commitment without premium or penalty subject to the payment of BA Rate Breakage Costs, if and to the extent applicable; provided, however, that the Canadian Tranche A1 Loan Commitment may not be permanently reduced to less than the outstanding principal balance of the Canadian Tranche A1 Loan as of the date of such reduction (determined after giving effect to all prepayments and repayments made on such date). In addition, Canadian Borrower Representative on behalf of Canadian Borrowers may, at any time terminate the Canadian Tranche A1 Loan Commitment on at least ten (10) Business Days’ prior written notice to Canadian Agent, which termination may be revoked or deferred by Canadian Borrower Representative on behalf of Canadian Borrowers; provided, that upon such termination, the Canadian Tranche A1 Loan shall be immediately due and payable in full.

Voluntary Reduction of the Commitments. (i) At any time, US Borrower Representative on behalf of US Borrowers may permanently reduce the US Tranche A Loan Commitment without premium or penalty subject to the payment of LIBOR Breakage Costs, if and to the extent applicable; provided, however, that the US Tranche A Loan Commitment may not be permanently reduced to less than the outstanding principal balance of the US Tranche A Loan as of the date of such reduction (determined after giving effect to all prepayments and repayments made on such date). Any reduction of the US Tranche A Loan Commitment shall not result in a pro rata or any other reduction of the US L/C Sublimit unless so designated in writing by US Borrower Representative or, unless the US Tranche A Loan Commitment is reduced below $25,000,000, of the Canadian Commitment. In addition, US Borrower Representative on behalf of US Borrowers may, at any time terminate the US Tranche A Loan Commitment on at least ten (10) Business Days’ prior written notice to US Agent, which termination may be revoked or deferred by US Borrower Representative on behalf of US Borrowers; provided, that upon such termination, the US Tranche A Loans and US Tranche A1 Loans and all other US Obligations shall be immediately due and payable in full and all US Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 1.6(g) of this Agreement. (ii) At any time, Canadian Borrower Representative on behalf of Canadian Borrowers may permanently reduce the Canadian Tranche A Loan Commitment without premium or penalty subject to the payment of BA Rate Breakage Costs, if and to the extent applicable; provided, however, that the Canadian Tranche A Loan Commitment may not be permanently reduced to less than the outstanding principal balance of the Canadian Tranche A Loan as of the date of such reduction (determined after giving effect to all prepayments and repayments made on such date). Any reduction of the Canadian Tranche A Loan Commitment shall not result in a pro rata or any other reduction of the Canadian L/C Sublimit unless so designated in writing by Canadian Borrower Representative or of the US Tranche A Loan Commitment. In addition, Canadian Borrower Representative on behalf of Canadian Borrowers may, at any time terminate the Canadian Tranche A Loan Commitment on at least ten (10) Business Days’ prior written notice to Canadian Agent, which termination may be revoked or deferred by Canadian Borrower Representative on behalf of Canadian Borrowers; provided, that upon such termination, the Canadian Tranche A Loan and all other Canadian Obligations shall be immediately due and payable in full and all Canadian Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Section 1.6(g) of this Agreement. (iii) At any time, US Borrower Representative on behalf of US Borrowers may permanently reduce the US Tranche A1 Loan Commitment without premium or penalty subject to the payment of LIBOR Breakage Costs, if and to the extent applicable; provided, however, that the US Tranche A1 Loan Commitment may not be permanently reduced to less than the outstanding principal balance of the US Tranche A1 Loan as of the date of such reduction (determined after giving effect to all prepayments and repayments made on such date). In addition, US Borrower Representative on behalf of US Borrowers may, at any time terminate the US Tranche A1 Loan Commitment on at least ten (10) Business Days’ prior written notice to US Agent, which termination may be revoked or deferred by US Borrower Representative on behalf of US Borrowers; provided, that upon such termination, the US Tranche A1 Loans shall be immediately due and payable in full. (iv) At any time, Canadian Borrower Representative on behalf of Canadian Borrowers may permanently reduce the Canadian Tranche A1 Loan Commitment without premium or penalty subject to the payment of BA Rate Breakage Costs, if and to the extent applicable; provided, however, that the Canadian Tranche A1 Loan Commitment may not be permanently reduced to less than the outstanding principal balance of the Canadian Tranche A1 Loan as of the date of such reduction (determined after giving effect to all prepayments and repayments made on such date). In addition, Canadian Borrower Representative on behalf of Canadian Borrowers may, at any time terminate the Canadian Tranche A1 Loan Commitment on at least ten (10) Business Days’ prior written notice to Canadian Agent, which termination may be revoked or deferred by Canadian Borrower Representative on behalf of Canadian Borrowers; provided, that upon such termination, the Canadian Tranche A1 Loan shall be immediately due and payable in full. (v) At any time, US Borrower Representative on behalf of US Borrowers and Canadian Borrower Representative on behalf of Canadian Borrowers may permanently reduce or terminate the unused Aggregate Accordion Commitment without premium or penalty by written notice to the Applicable Agent.