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

Termination and Reduction of Revolving Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date. (b) The Borrowers may at any time terminate, or from time to time reduce, in either case, without premium or penalty (other than, with respect to Eurodollar Borrowings, payments that may become due under Section 2.15), the Revolving Commitments or the Canadian Revolving Sub-Commitments, provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the aggregate Revolving Exposure (excluding, in the case of any termination of the 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 Loans in accordance with Section 2.10, the aggregate U.S. Revolving Exposure would exceed the lesser of (A) the aggregate Revolving Commitments 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 reduce the Canadian Revolving Sub-Commitments if, after giving effect to any concurrent prepayment of the Canadian Revolving Loans in accordance with Section 2.10, the aggregate Canadian Revolving Exposure would exceed the lesser of (A) the aggregate Canadian Revolving Sub-Commitments and (B) (x) the Aggregate Borrowing Base at such time minus (y) the aggregate U.S. Revolving Exposure at such time and (v) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to such termination or reduction, the aggregate Canadian Revolving Sub-Commitments would exceed the aggregate Revolving Commitments. (c) The Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments or Canadian Revolving Sub-Commitments under paragraph (b) of this Section at least three 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 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 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, the Revolving Commitments shall terminate on the Maturity Date. (b) The Borrowers may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding 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 Agents, as applicable, of a cash deposit or Supporting Letter of Credit as required by Section 2.07(j)(ii)), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations (other than contingent indemnification Obligations to the extent no claims giving rise thereto have been asserted) together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce, in either case, without premium or penalty (other than, with respect to Eurodollar Borrowings, payments that may become due under Section 2.15), reduce the Revolving Commitments or the Canadian Revolving Sub-Commitments, ; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the aggregate Revolving Exposure (excluding, in the case of any termination of the 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 Commitments2.11, (iiiA) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment sum of the U.S. Revolving Loans in accordance with Section 2.10, the aggregate U.S. Revolving Exposure Credit Exposures would exceed the lesser of (A) the aggregate Revolving Aggregate U.S. Commitments at such time minus and the Canadian Revolving Exposure at such time U.S. Borrowing Base 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 reduce the Canadian Revolving Sub-Commitments if, after giving effect to any concurrent prepayment sum of the Canadian Revolving Loans in accordance with Section 2.10, the aggregate Canadian Revolving Exposure Subfacility Credit Exposures would exceed the lesser of (A) the aggregate Canadian Revolving Sub-Subfacility Commitments and (B) (x) the Canadian Borrowing Base. The Aggregate U.S. Commitment shall not at any time be reduced below the Aggregate Borrowing Base at such time minus (y) the aggregate U.S. Revolving Exposure at such time and (v) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to such termination or reduction, the aggregate Canadian Revolving Sub-Commitments would exceed the aggregate Revolving CommitmentsCommitment. (cd) The Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments or Canadian Revolving Sub-Commitments under paragraph (b) or (c) of this Section at least three 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 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 the 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 eventfacilities, 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 Subject to Section 2.02(c), any termination or reduction of the Canadian Revolving Subfacility Commitments or Canadian the U.S. Revolving Sub-Commitments shall be permanent, subject to any increases effected pursuant to Section 2.19. Each reduction of the U.S. Revolving Commitments or Canadian Revolving Sub-Commitments shall be made ratably among the U.S. Lenders in accordance with their respective U.S. Revolving Commitments or and each reduction of the Canadian Revolving Sub-Subfacility Commitments shall be made ratably among the Canadian Lenders in accordance with their respective Canadian Revolving Subfacility Commitments.