Common use of Voluntary Commitment Reductions Clause in Contracts

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written notice Administrative Agent will promptly transmit by facsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Commitments in an amount up to the Aggregate Availability at the time of such proposed termination or reduction; provided that any such partial reduction of the Commitments shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Commitments of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower The Borrowers may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written such notice the Administrative Agent will promptly transmit by facsimile telefacsimile or telephone e-mail to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Credit Commitments in an amount up to the Aggregate Availability amount by which the Revolving Credit Commitments exceed the Total Utilization of Revolving Credit Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Credit Commitments shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount. (ii) Borrower’s . The Borrowers’ notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitments shall be effective on the date specified in Borrower’s the Borrowers’ notice and shall reduce the Commitments Revolving Credit Commitment of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that provided, such termination or commitment reduction notice may be conditioned on the occurrence of any subsequent event (including a Change of Control or refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower The Borrowers may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written notice the Administrative Agent will shall promptly transmit by facsimile telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Commitments Revolving Commitments, in an amount up to the Aggregate Availability amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments, as applicable, at the time of such proposed termination or reduction; provided provided, that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of of, $2,000,000 5,000,000 (or €5,000,000 with respect to any drawing in Euro) and integral multiples of $1,000,000 (or €1,000,000 with respect to any drawing in Euro) in excess of that amountamount (or such lesser amount as the Administrative Agent may agree). (ii) The applicable Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the applicable Borrower’s notice and shall reduce the Revolving Commitments of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower Representative may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written notice and Administrative Agent will promptly transmit by facsimile or telephone to notify each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitments in an amount up to the Aggregate Availability amount by which the Revolving Loan Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Loan Commitments shall be in an aggregate minimum amount of $2,000,000 10,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) BorrowerBorrower Representative’s notice to Administrative Agent (which notice shall be irrevocable) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Loan Commitments shall be effective on the date specified in BorrowerBorrower Representative’s notice and shall reduce the Commitments Revolving Loan Commitment of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three (3) Business Days’ prior written or telephonic notice (including by electronic mail) promptly confirmed by delivery of original written notice thereof to Administrative Agent (which original written notice Administrative Agent will promptly transmit by facsimile facsimile, electronic mail or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the Aggregate Availability amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionreduction (after giving effect to any concurrent prepayments on such date); provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Commitments Revolving Commitment of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written notice the Administrative Agent will promptly transmit by facsimile or telephone deliver to each applicable Lender), at any time and from time to time time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments on a pro rata basis as among the various Classes thereof (in accordance with the respective amounts thereof) in an aggregate amount up not to exceed the Aggregate Availability amount by which the Total Revolving Commitments exceed the Total Revolving Outstanding Amount at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Commitments Revolving Commitment of each Lender and/or Issuing Bank proportionately to its Pro Rata Share Revolving Percentage thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower Companies may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written notice Administrative Agent will promptly transmit by facsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in partpart any unused portion of the Multi-Draw Term Loan Commitments; provided, without premium or penalty, the Commitments in an amount up to the Aggregate Availability at the time of such proposed termination or reduction; provided that any such partial reduction of the Multi-Draw Term Loan Commitments shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount. (ii) Borrower’s Companies’ notice to Administrative Agent shall be irrevocable (unless otherwise agreed to by Administrative Agent in its sole discretion) and shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Multi-Draw Term Loan Commitments shall be effective on the date specified in Borrower’s Companies notice and shall reduce the Commitments Multi-Draw Term Loan Commitment of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that . Any such voluntary termination or reduction may shall be conditioned on accompanied by any amounts due under the occurrence of any subsequent event (including a refinancing transaction)Fee Letter in connection therewith.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written notice the Administrative Agent will shall promptly transmit by facsimile telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Commitments in an amount up to the Aggregate Availability amount by which the Commitments exceed the Total Utilization of Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Commitments shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Commitments of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or . Any reduction may be conditioned on in the occurrence Commitments shall not reduce the amount of any subsequent event (including a refinancing transaction)the Facility Fee payable under Section 2.12.

Voluntary Commitment Reductions. (i) A Borrower may, upon not less than three (3) two Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written notice Administrative Agent will promptly transmit notify by facsimile telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the penalty any Class of Revolving Commitments in an amount up to the Aggregate Availability amount by which such Class of Revolving Commitments exceed the Total Utilization of such Class of Revolving Commitments, in each case at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum Dollar Equivalent amount of $2,000,000 1,000,000 and integral multiples of the Dollar Equivalent amount of $1,000,000 100,000 in excess of that amount. (ii) A Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in such Borrower’s notice and shall reduce the Commitments Revolving Commitment of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower Borrowers may, upon not less than three (3) Business Days’ ' prior written or telephonic notice promptly confirmed by through delivery of written notice thereof to Administrative Agent a Notice of Payment/Commitment Termination (which original written notice Administrative Agent will promptly transmit by facsimile telefacsimile or telephone to each applicable Lender), at any time and from time to time irrevocably terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the Aggregate Availability amount by which the Revolving Commitments exceed the sum of (x) the Total Utilization of Revolving Commitments plus (y) the aggregate outstanding principal amount of Protective Advances at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower’s . Borrowers' notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s Borrowers' notice and shall reduce the Commitments Revolving Commitment of each Revolving Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower Company may, upon not less than three one (31) Business Days’ Day’s prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the Aggregate Availability amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, (x) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amountamount and (y) any such reduction or termination may, at the discretion of Company, be applied first to Tranche B Revolving Commitments and second to Tranche A Revolving Commitments. (ii) BorrowerCompany’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the applicable Revolving Commitments shall be effective on the date specified in BorrowerCompany’s notice and shall reduce the Commitments applicable Revolving Commitment of each applicable Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower Company may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the Aggregate Availability amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount; provided, any such reduction or termination shall be accompanied by payment of any fees required under Section 2.11(e). (ii) BorrowerCompany’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in BorrowerCompany’s notice and shall reduce the Commitments Revolving Commitment of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower Company may, upon not less than three (3) two Business Days’ ' prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments; provided that (x) the Total Utilization of Revolving Commitments in an amount up after giving effect to the Aggregate Availability at the time of such proposed termination or reduction; provided that reduction shall not exceed the aggregate Revolving Commitments after giving effect to any such reduction or termination; and (y) any partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $2,000,000 Can$1.0 million and integral multiples of $1,000,000 Can$100,000 in excess of that amount. (ii) Borrower’s Company's notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s Company's notice and shall reduce the Commitments Revolving Commitment of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower The Companies may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile electronic means or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part (x) the Revolving Commitments in an amount up to the Aggregate Availability amount by which the Revolving Commitments exceed the aggregate principal amount of all outstanding Revolver Loans at the time of such proposed termination or reduction, or (y) any unused portion of the Multi-Draw Term Loan Commitments; provided that provided, any such partial reduction of the Revolving Commitments and the Multi-Draw Term Loan Commitments shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount. (ii) Borrower’s The Companies’ notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments or the Multi-Draw Term Loan Commitments shall be effective on the date specified in Borrower’s the Companies’ notice and shall reduce the Commitments Revolving Commitment or the Multi-Draw Term Loan Commitment of each Lender and/or Issuing Bank Lender, as applicable, proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower Borrowers may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written notice Administrative Agent will promptly transmit by facsimile telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the Aggregate Availability amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount. (ii) Borrower’s Borrowers’ notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s Borrowers’ notice and shall reduce the Commitments Revolving Commitment of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided provided, that such termination or reduction notice may state that it is conditioned upon the effectiveness of other transactions, in which case such notice may be conditioned revoked or delayed by Borrowers (by notice to Administrative Agent on or prior to the occurrence of any subsequent event (including a refinancing transaction)specified effective date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Any Borrower may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the Aggregate Availability amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Domestic Revolving Commitments shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount and any such European Revolving Commitment shall be in an aggregate minimum amount of €5,000,000 and integral multiples of €1,000,000 in excess of that amount. (ii) Such Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Commitments Revolving Commitment of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower Subject to Section 2.12(c), Borrowers may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written notice Administrative Agent will promptly transmit by facsimile telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the Aggregate Availability amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided provided, that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount; provided further, that until the date on which the Working Capital Agreement is terminated, the Revolving Commitments may not be reduced or terminated without the prior consent of the Working Capital Agent and the Working Capital Lenders. (ii) BorrowerThe Borrower Representative’s notice to Administrative Agent on behalf of the Borrowers shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrowerthe Borrower Representative’s notice and shall reduce the Commitments Revolving Commitment of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower The Company may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Senior Administrative Agent (which original written notice the Senior Administrative Agent will promptly transmit by facsimile or telephone telefacsimile to each applicable Revolving Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Loan Commitments in an amount up to the Aggregate amount of the Revolving Loan Availability at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Loan Commitments shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount. (ii) BorrowerThe Company’s notice to the Senior Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Loan Commitments shall be effective on the date specified in BorrowerCompany’s notice and shall reduce the Commitments Revolving Loan Commitment of each Revolving Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower [Intentionally Omitted]. (ii) Company may, upon not less than three (3) Business Days’ ' prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part the Commitments in an amount up to the Aggregate Availability at the time of such proposed termination or reductionTerm Loan B Commitments; provided that any such partial reduction of the Term Loan B Commitments shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount. (iiiii) Borrower’s Company's notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Term Loan B Commitments shall be effective on the date specified in Borrower’s Company's notice and shall reduce the Commitments Term Loan B Commitment, as applicable, of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that any such notice may be conditioned upon the effectiveness of other credit facilities or other debt or equity offerings, in which case such notice may be revoked by Company prior to the anticipated date of such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction)if such condition is not satisfied.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written notice the Administrative Agent will promptly transmit by facsimile or telephone telefacsimile to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Aggregate Availability Total Exposure at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Commitments Revolving Commitment of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that provided, however, if a notice of commitment reduction is given in connection with a conditional transaction or financing, such termination or reduction notice may be conditioned on the occurrence of any subsequent event (including a refinancing transactionrevoked, subject to Section 2.16(c). (iii) If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess.

Voluntary Commitment Reductions. (ia) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by facsimile telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in partpart the Term Loan Commitments (ratably among the Lenders in accordance with their respective Term Loan Commitment Percentage); provided, without premium or penalty, the Commitments in an amount up to the Aggregate Availability at the time of such proposed termination or reduction; provided that any such partial reduction of the Term Loan Commitments shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount. (iib) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Term Loan Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Term Loan Commitments of each Lender and/or Issuing Bank proportionately to its Pro Rata Share Term Loan Commitment Percentage thereof; provided that , unless such notice is cancelled or revoked by the Borrower no later than one (1) Business Day prior to such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction)date.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written notice Administrative Agent will promptly transmit by facsimile or telephone to each applicable the Lender), at any time and from time to time terminate in whole or permanently reduce in partpart the Revolving Commitment; provided, without premium that (A) the Borrower shall not terminate or penaltyreduce the Revolving Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Commitments in an amount up to aggregate Total Revolving Outstandings exceeds the Aggregate Availability at the time of such proposed termination or reduction; provided that Revolving Commitment, (B) any such partial reduction of the Commitments shall be in an aggregate a minimum amount of $2,000,000 1,000,000.00 and integral multiples (C) if, after giving effect to any reduction of $1,000,000 in excess the Revolving Commitment, the Letter of that amount. (ii) Credit Sublimit exceeds the amount of the Revolving Commitment, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. The Borrower’s notice to Administrative Agent the Lender shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Commitments Revolving Commitment shall be effective on the date specified in the Borrower’s notice and notice. Unless previously terminated, the Revolving Commitment shall reduce terminate at the Commitments expiration of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction)Revolving Commitment Period.

Voluntary Commitment Reductions. (i) Borrower Company may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written notice Administrative Agent will promptly transmit by facsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part (i) the Revolving Commitments in an amount up to the Aggregate Availability amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction, or (ii) any unused portion of the Term Loan Commitments; provided that provided, any such partial reduction of the Revolving Commitments or the Term Loan Commitments shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount. (ii) BorrowerCompany’s notice to Administrative Agent shall be irrevocable (unless otherwise agreed to by Administrative Agent in its sole discretion) and shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the relevant Commitments shall be effective on the date specified in BorrowerCompany’s notice and shall reduce the Commitments relevant Commitment of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower Company may, upon not less than three (3) Business Days’ ' prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile telefacsimile or telephone (promptly confirmed by telefacsimile) to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the 49 Revolving Commitments in an amount up to the Aggregate Availability amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionreduction after giving effect to any contemporaneous payment on the Revolving Loan; provided that PROVIDED, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower’s Company's notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s Company's notice and shall reduce the Commitments Revolving Commitment of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).

Voluntary Commitment Reductions. (i) Each Borrower may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile telefacsimile or telephone to each applicable LenderBank), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Tranche 1 Revolving Commitments in an amount up to the Aggregate Availability amount by which the Tranche 1 Revolving Commitments exceed the Total Utilization of Tranche 1 Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Tranche 1 Revolving Commitments shall be in an aggregate minimum amount Base Currency Amount of $2,000,000 5,000,000 and integral multiples of $1,000,000 250,000 in excess of that amount. (ii) Each Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in each Borrower’s notice and shall reduce the Commitments applicable Revolving Commitment of each Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a refinancing transaction).