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

Termination and Reduction of Revolving Commitments. (a) Unless previously terminated, all Revolving Commitments shall terminate on the Maturity Date applicable to them and each Extension Series of Extended Revolving Commitments shall terminate on the Maturity Date applicable to such Series. (b) Upon delivering the notice required by Section 2.09(d), the Borrower Agent may at any time terminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Agent of a cash deposit (or at the discretion of the Agent a back up standby letter of credit reasonably satisfactory to the Agent) equal to 103% of the LC Exposure as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses then due and payable under the Loan Documents. (c) Upon delivering the notice required by Section 2.09(d), the Borrower Agent may from time to time reduce the Revolving Commitments of any Class; provided that (i) each reduction of the Revolving Commitments of a Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000, (ii) the Borrower Agent shall not reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.10, the sum of (A) in the case of the U.S. Revolving Commitments, the U.S. Revolving Exposures would exceed the lesser of the total U.S. Revolving Commitments and the U.S. Borrowing Base or (B) in the case of the Canadian Revolving Commitments, the Canadian Revolving Exposures would exceed the lesser of the total Canadian Revolving Commitments and the Canadian Borrowing Base, and (iii) any such reduction shall apply proportionately and permanently to reduce the Revolving Commitments of each of the Applicable Lenders within such Class, except that, notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.27 to the Borrowers within a Borrower Group, the Revolving Commitments of any one or more the Applicable Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of the Revolving Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the U.S. Revolving Exposure of any such U.S. Revolving Lender does not exceed the lesser of the U.S. Revolving Commitment thereof and its Applicable Percentage of the U.S. Borrowing Base (such U.S. Revolving Exposure, U.S. Revolving Commitment and Applicable Percentage being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof), (y) after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the Canadian Revolving Exposure of any such Canadian Revolving Lender does not exceed the lesser of the Canadian Revolving Commitment thereof and its Applicable Percentage of the Canadian Borrowing Base (such Canadian Revolving Exposure, Canadian Revolving Commitment and Applicable Percentage being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof), and (z) for the avoidance of doubt, any such repayment of Revolving Loans contemplated by the preceding clauses shall be made in compliance with the requirements of Section 2.18 with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any exchange pursuant to Section 2.27 of Revolving Commitments and Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans, respectively, and prior to any reduction being made to the Revolving Commitment of any other Lender). (d) The Borrower Agent shall notify the Agent of any election to terminate or reduce the Revolving Commitments to the Borrowers of any Class under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Agent shall advise the Applicable Lenders of the contents thereof. Any termination or reduction of the Revolving Commitments pursuant to this Section 2.09 shall be permanent.

Termination and Reduction of Revolving Commitments. (a) Unless previously terminated, all the Revolving Commitments shall terminate on the Maturity Date applicable to them and each Extension Series of Extended Revolving Commitments shall terminate on the Maturity Date applicable to such SeriesDate. (b) Upon delivering the notice required by Section 2.09(d), the Borrower Agent The Borrowers may at any time terminate the Revolving Commitments upon terminate, or from time to time reduce, in either case, without premium or penalty (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternativelyother than, with respect to each such Letter of CreditEurodollar Borrowings, the furnishing to the Agent of a cash deposit (or at the discretion of the Agent a back up standby letter of credit reasonably satisfactory to the Agent) equal to 103% of the LC Exposure as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses then payments that may become due and payable under the Loan Documents. (c) Upon delivering the notice required by Section 2.09(d2.15), the Borrower Agent may from time to time reduce the Revolving Commitments of any Class; or the Canadian Revolving Sub-Commitments, provided that (i) each reduction of the Revolving Commitments of a Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,0005,000,000, (ii) the Borrower Agent Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.10, the sum of aggregate Revolving Exposure (A) excluding, in the case of any termination of the U.S. Revolving Commitments, the portion of the Revolving Exposure attributable to outstanding Letters of Credit if and to the extent that the applicable Borrower has made arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank with respect to such Letters of Credit) would exceed the aggregate Revolving Commitments, (iii) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the U.S. Revolving Exposures Loans in accordance with Section 2.10, the aggregate U.S. Revolving Exposure would exceed the lesser of (A) the total U.S. aggregate Revolving Commitments and at such time minus the Canadian Revolving Exposure at such time or (B) (1) the U.S. Borrowing Base at such time minus (2) the amount by which (x) the aggregate Canadian Revolving Exposure at such time exceeds (y) the Canadian Borrowing Base at such time, (iv) the Borrowers shall not terminate or (B) in reduce the case Canadian Revolving Sub-Commitments if, after giving effect to any concurrent prepayment of the Canadian Revolving CommitmentsLoans in accordance with Section 2.10, the aggregate Canadian Revolving Exposures Exposure would exceed the lesser of (A) the total aggregate Canadian Revolving Sub-Commitments and (B) (x) the Canadian Aggregate Borrowing Base, Base at such time minus (y) the aggregate U.S. Revolving Exposure at such time and (iiiv) any such reduction the Borrowers shall apply proportionately and permanently to not terminate or reduce the Revolving Commitments of each of the Applicable Lenders within such Classif, except that, notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.27 to the Borrowers within a Borrower Group, the Revolving Commitments of any one or more the Applicable Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of the Revolving Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any Revolving Loans made on such datetermination or reduction, the U.S. aggregate Canadian Revolving Exposure of any such U.S. Revolving Lender does not Sub-Commitments would exceed the lesser of the U.S. aggregate Revolving Commitment thereof and its Applicable Percentage of the U.S. Borrowing Base (such U.S. Revolving Exposure, U.S. Revolving Commitment and Applicable Percentage being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof), (y) after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the Canadian Revolving Exposure of any such Canadian Revolving Lender does not exceed the lesser of the Canadian Revolving Commitment thereof and its Applicable Percentage of the Canadian Borrowing Base (such Canadian Revolving Exposure, Canadian Revolving Commitment and Applicable Percentage being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof), and (z) for the avoidance of doubt, any such repayment of Revolving Loans contemplated by the preceding clauses shall be made in compliance with the requirements of Section 2.18 with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any exchange pursuant to Section 2.27 of Revolving Commitments and Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans, respectively, and prior to any reduction being made to the Revolving Commitment of any other Lender)Commitments. (dc) The Borrower Agent Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments to the Borrowers of any Class or Canadian Revolving Sub-Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Applicable Lenders of the contents thereof. Each notice delivered by the Borrowers pursuant to this Section shall be irrevocable, provided that a notice of termination or reduction of Revolving Commitments or Canadian Revolving Sub-Commitments delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments pursuant to this Section 2.09 or Canadian Revolving Sub-Commitments shall be permanent, subject to any increases effected pursuant to Section 2.19. Each reduction of the Revolving Commitments or Canadian Revolving Sub-Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments or Canadian Revolving Sub-Commitments.

Termination and Reduction of Revolving Commitments. (a) Unless previously terminated, all the Revolving Commitments shall terminate on the Maturity Date applicable to them and each Extension Series of Extended Revolving Commitments shall terminate on the Maturity Date applicable to such SeriesDate. (b) Upon delivering the notice required by Section 2.09(d), the Borrower Agent The Borrowers may at any time terminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Agent Agents, as applicable, of a cash deposit (or at the discretion Supporting Letter of the Agent a back up standby letter of credit reasonably satisfactory to the Agent) equal to 103% of the LC Exposure Credit as of such date) and required by Section 2.07(j)(ii)), (iii) the payment in full of all the accrued and unpaid fees fees, and (iv) the payment in full of all reimbursable expenses then due and payable under other Obligations (other than contingent indemnification Obligations to the Loan Documentsextent no claims giving rise thereto have been asserted) together with accrued and unpaid interest thereon. (c) Upon delivering the notice required by Section 2.09(d), the Borrower Agent The Borrowers may from time to time reduce the Revolving Commitments of any ClassCommitments; provided that (i) each reduction of the Revolving Commitments of a Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000, 5,000,000 and (ii) the Borrower Agent Borrowers shall not reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.102.11, the sum of (A) in the case sum of the U.S. Revolving Commitments, the U.S. Revolving Credit Exposures would exceed the lesser of the total Aggregate U.S. Revolving Commitments and the U.S. Borrowing Base or (B) in the case sum of the Canadian Revolving Commitments, the Canadian Revolving Subfacility Credit Exposures would exceed the lesser of the total aggregate Canadian Revolving Subfacility Commitments and the Canadian Borrowing Base, and (iii) . The Aggregate U.S. Commitment shall not at any such reduction shall apply proportionately and permanently to reduce the Revolving Commitments of each of the Applicable Lenders within such Class, except that, notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.27 to the Borrowers within a Borrower Group, the Revolving Commitments of any one or more the Applicable Lenders providing any such Extended Revolving Commitments on such date shall time be reduced in an amount equal to below the amount of the Revolving Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the U.S. Revolving Exposure of any such U.S. Revolving Lender does not exceed the lesser of the U.S. Revolving Commitment thereof and its Applicable Percentage of the U.S. Borrowing Base (such U.S. Revolving Exposure, U.S. Revolving Commitment and Applicable Percentage being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof), (y) after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the Aggregate Canadian Revolving Exposure of any such Canadian Revolving Lender does not exceed the lesser of the Canadian Revolving Commitment thereof and its Applicable Percentage of the Canadian Borrowing Base (such Canadian Revolving Exposure, Canadian Revolving Commitment and Applicable Percentage being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof), and (z) for the avoidance of doubt, any such repayment of Revolving Loans contemplated by the preceding clauses shall be made in compliance with the requirements of Section 2.18 with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any exchange pursuant to Section 2.27 of Revolving Commitments and Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans, respectively, and prior to any reduction being made to the Revolving Commitment of any other Lender)Commitment. (d) The Borrower Agent Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments to the Borrowers of any Class under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Applicable Lenders of the contents thereof. Any Each notice delivered by the Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Subject to Section 2.02(c), any termination or reduction of the Canadian Revolving Subfacility Commitments or the U.S. Revolving Commitments pursuant to this Section 2.09 shall be permanent. Each reduction of the U.S. Revolving Commitments shall be made ratably among the U.S. Lenders in accordance with their respective U.S. Revolving Commitments and each reduction of the Canadian Revolving Subfacility Commitments shall be made ratably among the Canadian Lenders in accordance with their respective Canadian Revolving Subfacility Commitments.