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

Termination and Reduction of Revolving Commitments. (a) Unless previously terminated, (i) all Tranche A Revolving Commitments shall terminate on the Maturity Date applicable to them, (ii) each Extension Series of Extended Revolving Commitments shall terminate on the Maturity Date applicable to such Series, and (iii) all Tranche B Commitments shall terminate on the Tranche B Maturity Date. If and (iv) all Tranche C Commitments shall terminate on the Tranche B Effective Date does not occur pursuant to the terms of the First Amendment prior to the date specified in Section 11 thereof, then (A) the Tranche B Commitments of each Tranche B Lender and (B) the respective portion of the Canadian Revolving Commitments of each Canadian Revolving Lender in excess of its respective Canadian Revolving Commitments in effect immediately prior to the First Amendment Date, shall be immediately terminated for all purposes under this Agreement.C Maturity Date. (b) Upon delivering the notice required by Section 2.09(d), the Borrower Agent may at any time terminate the Tranche A Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Agent of a cash deposit (or at the discretion of the Agent a back up standby letter of credit reasonably satisfactory to the Agent) equal to 103% of the LC Exposure as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses then due and payable under the Loan Documents. In the event the Tranche A Revolving Commitments are terminated, the Tranche B Commitments and Tranche C Commitments shall be automatically and concurrently terminated, and the payment in full of all outstanding Tranche B Loans and Tranche C Loans, together with all accrued and unpaid interest thereon, shall be then due and payable as well. (c) Upon delivering the notice required by Section 2.09(d), the Borrower Agent may from time to time reduce the Tranche A Revolving Commitments of any Class; provided that (i) each reduction of the Tranche A Revolving Commitments of a Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000, (ii) the Borrower Agent shall not reduce the Tranche A Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.10, the 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 Tranche A Revolving Commitments of each of the Applicable Lenders within such Class, except that, notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.27 to the Borrowers within a Borrower Group, the Tranche A 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 Tranche A Revolving Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any U.S. Revolving Loans made on such date, the U.S. Revolving Exposure of any such U.S. Revolving Lender does not exceed the lesser of the U.S. Revolving 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 Canadian Revolving Loans made on such date, the Canadian Revolving Exposure of any such Canadian Revolving Lender does not exceed the lesser of the Canadian Revolving 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 Tranche A Revolving Lender’s Extended Revolving Commitment and any exposure in respect thereof), and (z) for the avoidance of doubt, any such repayment of Tranche A 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 Tranche A Revolving Commitments and Tranche A Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans, respectively, and prior to any reduction being made to the Tranche A Revolving Commitment of any other Tranche A Revolving Lender). (d) The Borrower Agent shall notify the Agent of any election to terminate or reduce the Tranche A 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 Tranche A Lenders of the contents thereof. Any termination or reduction of the Tranche A Revolving Commitments pursuant to this Section 2.09 shall be permanent. (e) No voluntary reduction of the Tranche B Commitments or Tranche C Commitments may be made hereunder, other than in connection with a voluntary termination of the Tranche B Commitments or the Tranche C Commitments, respectively, in their entirety, which termination shall require the payment in full of all outstanding Tranche B Loans or Tranche C Loans, as applicable, together with all accrued and unpaid interest thereon.

Termination and Reduction of Revolving Commitments. (a) Unless previously terminated, (i) all Tranche A Revolving Commitments shall terminate on the Maturity Date applicable to themthem and, (ii) each Extension Series of Extended Revolving Commitments shall terminate on the Maturity Date applicable to such Series, and (iii) all Tranche B Commitments shall terminate on the Tranche B Maturity Date. If and (iv) all Tranche C Commitments shall terminate on the Tranche B Effective Date does not occur pursuant to the terms of the First Amendment prior to the date specified in Section 11 thereof, then (A) the Tranche B Commitments of each Tranche B Lender and (B) the respective portion of the Canadian Revolving Commitments of each Canadian Revolving Lender in excess of its respective Canadian Revolving Commitments in effect immediately prior to the First Amendment Date, shall be immediately terminated for all purposes under this Agreement.C Maturity Date. (b) Upon delivering the notice required by Section 2.09(d), the Borrower Agent may at any time terminate the Tranche A Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Agent of a cash deposit (or at the discretion of the Agent a back up standby letter of credit reasonably satisfactory to the Agent) equal to 103% of the LC Exposure as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses then due and payable under the Loan Documents. In the event the Tranche A Revolving Commitments are terminated, the Tranche B Commitments and Tranche C Commitments shall be automatically and concurrently terminated, and the payment in full of all outstanding Tranche B Loans and Tranche C Loans, together with all accrued and unpaid interest thereon, shall be then due and payable as well. (c) Upon delivering the notice required by Section 2.09(d), the Borrower Agent may from time to time reduce the Tranche A Revolving Commitments of any Class; provided that (i) each reduction of the Tranche A Revolving Commitments of a Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000, (ii) the Borrower Agent shall not reduce the Tranche A Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.10, the 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 Tranche A Revolving Commitments of each of the Applicable Lenders within such Class, except that, notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.27 to the Borrowers within a Borrower Group, the Tranche A 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 Tranche A Revolving Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any U.S. Revolving Loans made on such date, the U.S. Revolving Exposure of any such U.S. Revolving Lender does not exceed the lesser of the U.S. Revolving 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 Canadian Revolving Loans made on such date, the Canadian Revolving Exposure of any such Canadian Revolving Lender does not exceed the lesser of the Canadian Revolving 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 Tranche A Revolving Lender’s Extended Revolving Commitment and any exposure in respect thereof), and (z) for the avoidance of doubt, any such repayment of Tranche A 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 Tranche A Revolving Commitments and Tranche A Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans, respectively, and prior to any reduction being made to the Tranche A Revolving Commitment of any other Tranche A Revolving Lender). (d) The Borrower Agent shall notify the Agent of any election to terminate or reduce the Tranche A 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 Tranche A Lenders of the contents thereof. Any termination or reduction of the Tranche A Revolving Commitments pursuant to this Section 2.09 shall be permanent. (e) No voluntary reduction of the Tranche B Commitments or Tranche C Commitments may be made hereunder, other than in connection with a voluntary termination of the Tranche B Commitments or the Tranche C Commitments, respectively, in their entirety, which termination shall require the payment in full of all outstanding Tranche B Loans or Tranche C Loans, as applicable, together with all accrued and unpaid interest thereon.

Termination and Reduction of Revolving Commitments. (a) Unless previously terminated, (i) all Tranche A Revolving Commitments of the Non-Extending Lenders shall terminate on the Maturity Revolving Credit Termination Date applicable with respect to them, (ii) each Extension Series of Extended Revolving Commitments shall terminate on the Maturity Date applicable to such SeriesNon-Extending Lenders, and (iii) the Borrower shall pay, in full and in cash, all Tranche B Commitments shall terminate on the Tranche B Maturity Date. If outstanding Loans and (iv) all Tranche C Commitments shall terminate on the Tranche B Effective Date does not occur pursuant other outstanding Obligations then owing to the terms of the First Amendment prior to the date specified in Section 11 thereof, then (A) the Tranche B Commitments of each Tranche B Lender and (B) the respective portion of the Canadian Revolving Commitments of each Canadian Revolving Lender in excess of its respective Canadian Revolving Commitments in effect immediately prior to the First Amendment Date, shall be immediately terminated for all purposes under this Agreement.C Maturity DateNon-Extending Lenders. (b) Upon delivering Unless previously terminated, all Revolving Commitments of the notice required by Section 2.09(d)Extending Lenders shall terminate on the Revolving Credit Termination Date with respect to Extending Lenders, and the Borrower Agent may shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations then owing to the Extending Lenders. (c) The Borrower may, at any time time, terminate in whole the Tranche A Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereonthereon and any amounts payable pursuant to Section 2.16 in the case of a prepayment of any Eurodollar Loans other than on the last day of the relevant Interest Period, (ii) the cancellation and return of all outstanding Letters of Credit (or or, alternatively, with respect to each such Letter the Cash Collateralization (or, at the discretion of Creditthe ABL Administrative Agent, the furnishing to the ABL Administrative Agent of a cash deposit (or at the discretion of the Agent a back up standby letter of credit reasonably satisfactory to the ABL Administrative Agent) equal to 103% of the LC Exposure each such Letter of Credit as of such date) and ), (iii) the payment in full of all the accrued and unpaid fees and all reimbursable expenses then due and payable under the Loan Documents. In the event the Tranche A Revolving Commitments are terminated, the Tranche B Commitments and Tranche C Commitments shall be automatically and concurrently terminated, and (iv) the payment in full of all outstanding Tranche B Loans reimbursable expenses and Tranche C Loans, other Obligations together with all accrued and unpaid interest thereon, shall be then due and payable as well. (cd) Upon delivering the notice required by Section 2.09(d), the The Borrower Agent may from time to time reduce the Tranche A Revolving Commitments of any ClassCommitments; provided that (i) each such reduction of the Tranche A Revolving Commitments of a Class shall be in an aggregate amount that is of $1,000,000 or an integral multiple of $500,000 100,000 in excess thereof and not less than $1,000,000, (ii) the Borrower Agent shall not reduce the Tranche A Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.102.11, the sum of (A) in the case of the U.S. total Revolving Commitments, the U.S. Revolving Exposures Exposure 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 Tranche A Revolving Commitments of each of the Applicable Lenders within such Class, except that, notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.27 to the Borrowers within a Borrower Group, the Tranche A 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 Tranche A Revolving Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any U.S. Revolving Loans made on such date, the U.S. Revolving Exposure of any such U.S. Revolving Lender does not exceed the lesser of the U.S. Revolving 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 Canadian Revolving Loans made on such date, the Canadian Revolving Exposure of any such Canadian Revolving Lender does not exceed the lesser of the Canadian Revolving 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 Tranche A Revolving Lender’s Extended Revolving Commitment and any exposure in respect thereof), and (z) for the avoidance of doubt, any such repayment of Tranche A 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 Tranche A Revolving Commitments and Tranche A Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans, respectively, and prior to any reduction being made to the Tranche A Revolving Commitment of any other Tranche A Revolving Lender)Maximum Availability. (de) The Borrower Agent shall notify the ABL Administrative Agent of any election to terminate or reduce the Tranche A Revolving Commitments to the Borrowers of any Class under paragraph clauses (bc) or (cd) of this Section 2.09 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 ABL Administrative Agent shall advise the Applicable Tranche A Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the ABL Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Tranche A Revolving Commitments pursuant to this Section 2.09 shall be permanent. Each reduction of the Revolving Commitments shall first be applied ratably to the Revolving Commitments of each Non-Extending Lender and, after the Revolving Commitments of the Non-Extending Lenders have been terminated in full, shall be applied ratably to the Revolving Commitments of each Extending Lender; provided that any reduction of the Revolving Commitments made after the occurrence and during the continuance of an Event of Default shall be applied ratably to the Revolving Commitments of each Lender. (ef) No voluntary reduction The Revolving Commitments of the Tranche B Non-Extending Lenders shall be non-ratably reduced on the Effective Date such that the Revolving Commitments or Tranche C Commitments may be made hereunder, other than in connection with a voluntary termination of the Tranche B Commitments or Non-Extending Lenders as of the Tranche C Commitments, respectively, in their entirety, which termination shall require Effective Date are as set forth on the payment in full of all outstanding Tranche B Loans or Tranche C Loans, as applicable, together with all accrued and unpaid interest thereonCommitment Schedule.