Common use of Voluntary Reduction of Commitments Clause in Contracts

Voluntary Reduction of Commitments. Upon at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent's Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate in whole or in part the unutilized portion of any or all of (i) the Total Revolving Loan Commitments and (ii) the Total Acquisition Term Loan Commitments, in each case, in part or in whole; provided that (x) any such termination shall proportionately and permanently reduce the Revolving Loan Commitment or Acquisition Term Loan Commitment, as applicable, of each of the Banks and (y) any partial reduction of the Total Revolving Loan Commitments or the Total Acquisition Term Loan Commitments pursuant to this Section 2.01 shall, in each case, be in the amount of at least $100,000 and integral multiples of $100,000 in excess of that amount; provided, further, that (A) the Total Revolving Loan Commitments shall not be reduced to an amount less than the aggregate Revolving Loans and the Dollar Equivalent amount of Swingline Loans and Letter of Credit Usage then outstanding and (B) the Total Acquisition Term Loan Commitments shall not be reduced to an amount less than the aggregate Acquisition Term Loans then outstanding. The Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate the unutilized portion, in whole or in part, of the U.S. Swingline Commitment, the U.K. Swingline Commitment or the Canadian Swingline Commitment.

Voluntary Reduction of Commitments. (a) Upon at least one ---------------------------------- Business Day's prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent's its Notice Office (which notice shall be deemed to be given on a certain day only if given before 2:00 P.M. (New York time) on such day and shall be promptly transmitted by the Administrative Agent shall promptly transmit to each of the BanksLenders), the Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate reduce, in whole or in part part, the unutilized portion of any or all of (i) the Total Revolving Loan Commitments and (ii) the Commitment or unutilized Total Acquisition Term Loan CommitmentsCommitment, in each caseas the case may be, in part or in whole; provided that (xw) any such termination partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment or Acquisition Term Loan Commitment, as applicablethe case may be, of each Lender with such a Commitment, (x) no such reduction shall reduce any Non- Defaulting Lender's Revolving Commitment or Acquisition Commitment, as the case may be, in an amount greater than the then unutilized Revolving Commitment or Acquisition Commitment, as the case may be, of the Banks and such Lender, (y) any partial reduction of the Total Revolving Loan Commitments Commitment or the Total Acquisition Term Loan Commitments Commitment, as the case may be, pursuant to this Section 2.01 shall, in each case, 2.02(a) shall reduce the then remaining Scheduled Reductions applicable thereto pro rata and (z) any partial reduction pursuant to --- ---- this Section 2.02 shall be in the amount of at least $100,000 and integral multiples of $100,000 in excess of that amount; provided, further, that (A) the Total Revolving Loan Commitments shall not be reduced to an amount less than the aggregate Revolving Loans and the Dollar Equivalent amount of Swingline Loans and Letter of Credit Usage then outstanding and (B) the Total Acquisition Term Loan Commitments shall not be reduced to an amount less than the aggregate Acquisition Term Loans then outstanding. The Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate the unutilized portion, in whole or in part, of the U.S. Swingline Commitment, the U.K. Swingline Commitment or the Canadian Swingline Commitment1,000,000.

Voluntary Reduction of Commitments. Upon at least one three Business Day's Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent's its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), the Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate in whole or in part to partially and permanently reduce the unutilized portion of any Unutilized Total General Revolving Commitment or all of the Unutilized Total Swing Line Revolving Commitment, PROVIDED that (i) the Total Revolving Loan Commitments and (ii) the Total Acquisition Term Loan Commitments, in each case, in part or in whole; provided that (x) any such termination or reduction shall apply to proportionately and permanently reduce the General Revolving Loan Commitment or Acquisition Term Swing Line Revolving Loan Commitment, as applicablethe case may be, if any, of each of the Banks and affected Lenders, (yii) any partial reduction of the Unutilized Total General Revolving Loan Commitments Commitment or Unutilized Total Swing Line Revolving Loan Commitment, as the Total Acquisition Term Loan Commitments case may be, pursuant to this Section 2.01 shall, in each case, section 4.2 shall be in the amount of at least $100,000 and 5,000,000 (or, if greater, in integral multiples of $100,000 1,000,000),in the case of a reduction of the Unutilized Total General Revolving Loan Commitment, or $1,000,000 (or, if greater, in excess integral multiples of that amount; provided$100,000), furtherin the case of a reduction of the Unutilized Total Swing Line Revolving Loan Commitment, that (Aiii) the Total General Revolving Loan Commitments shall Commitment may not be terminated prior to termination of the Total Swing Line Revolving Commitment, and (iv) the Total General Revolving Loan Commitment may not be reduced to below an amount less than the aggregate Revolving Loans and the Dollar Equivalent amount of Swingline Loans and Letter of Credit Usage then outstanding and (B) equal to the Total Acquisition Term Loan Commitments shall not be reduced to an amount less than the aggregate Acquisition Term Loans then outstanding. The Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate the unutilized portion, in whole or in part, of the U.S. Swingline Commitment, the U.K. Swingline Commitment or the Canadian Swingline Swing Line Revolving Commitment.

Voluntary Reduction of Commitments. (a) Upon at least one three (3) Business Day's Days’ prior written notice (or telephonic notice promptly confirmed in writing) (which notice may be conditioned upon the happening of a future event) to the Administrative Agent at the Administrative Agent's Office Notice Address (which notice the Administrative Agent shall promptly transmit to each of the BanksLender), the Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate in whole or in part the unutilized portion of any or all of (i) the Total Revolving Loan Commitments and (ii) the Total Acquisition Term Loan Commitments, in each case, in part or in whole; provided that (x) any such termination shall proportionately and permanently reduce the Revolving Loan Commitment or Acquisition Term Loan Commitment, as applicable, of each of the Banks and (y) any partial reduction of the Total Revolving Loan Commitments or the Total Acquisition Term Loan Commitments pursuant to this Section 2.01 shall, in each case, be in the amount of at least $100,000 and integral multiples of $100,000 in excess of that amount; provided, further, that (A) the Total Revolving Loan Commitments shall not be reduced to an amount less than the aggregate Revolving Loans and the Dollar Equivalent amount of Swingline Loans and Letter of Credit Usage then outstanding and (B) the Total Acquisition Term Loan Commitments shall not be reduced to an amount less than the aggregate Acquisition Term Loans then outstanding. The Applicable Borrower or Borrowers Borrowers’ Agent shall have the right, without premium or penalty, to terminate the unutilized portionportion of the Dollar Revolving Commitments or the Multicurrency Revolving Commitment in part or in whole, provided that (x) any such voluntary termination of the Dollar Revolving Commitment or Multicurrency Revolving Commitment shall apply to proportionately and permanently reduce the Dollar Revolving Commitment or Multicurrency Revolving Commitment of each Dollar Revolving Lender or Multicurrency Revolving Lender, as the case may be, (y) any partial voluntary reduction pursuant to this Section 4.1 shall be in the amount of at least $5,000,000 and integral multiples of $1,000,000 in excess of that amount and (z) any such voluntary termination of the Dollar Revolving Commitment or Multicurrency Revolving Commitment shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 to the extent necessary such that the Total Dollar Revolving Commitment or Multicurrency Revolving Commitment, as applicable, shall not be reduced below (1) the aggregate principal amount of outstanding Dollar Revolving Loans plus the aggregate amount of outstanding Dollar LC Obligations in the case of the Dollar Revolving Commitment or (2) the Effective Amount of the aggregate principal amount of outstanding Multicurrency Revolving Loans plus the aggregate Effective Amount of Multicurrency LC Obligations and Overdraft Amounts, in whole or in part, the case of the U.S. Swingline Commitment, the U.K. Swingline Commitment or the Canadian Swingline CommitmentMulticurrency Revolving Commitments.

Voluntary Reduction of Commitments. Upon at least one two Business Day's Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent's Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLender), the Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate in whole Company (or in part the unutilized portion case of any or all of (i) the Total Canadian Revolving Loan Commitments and (ii) the Total Acquisition Term Loan Commitments, in each case, in part or in whole; provided that (xCanadian Borrower) any such termination shall proportionately and permanently reduce the Revolving Loan Commitment or Acquisition Term Loan Commitment, as applicable, of each of the Banks and (y) any partial reduction of the Total Revolving Loan Commitments or the Total Acquisition Term Loan Commitments pursuant to this Section 2.01 shall, in each case, be in the amount of at least $100,000 and integral multiples of $100,000 in excess of that amount; provided, further, that (A) the Total Revolving Loan Commitments shall not be reduced to an amount less than the aggregate Revolving Loans and the Dollar Equivalent amount of Swingline Loans and Letter of Credit Usage then outstanding and (B) the Total Acquisition Term Loan Commitments shall not be reduced to an amount less than the aggregate Acquisition Term Loans then outstanding. The Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate the unutilized portionportion of the Multicurrency Revolving Commitments, Canadian Revolving Commitments or the Swing Line Commitment, as the case may be, in whole part or in partwhole, provided that, (x) any such voluntary termination of the U.S. Swingline Multicurrency Revolving Commitments or Canadian Revolving Commitments shall apply to proportionately and permanently reduce the Multicurrency Revolving Commitment or Canadian Revolving Commitment of each Multicurrency Revolving Lender or Canadian Revolving Lender, as the case may be, (y) any partial voluntary reduction pursuant to this Section 4.1 shall be in the amount of at least $10,000,000 and integral multiples of $5,000,000 in excess of that amount and (z) any such voluntary termination of the Multicurrency Revolving Commitments, Canadian Revolving Commitments or Swing Line Commitment shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 such that (i) the Total Multicurrency Revolving Commitment shall not be reduced below the aggregate principal amount of outstanding Multicurrency Revolving Loans plus the aggregate LC Obligations and the Swing Line Commitment, (ii) the U.K. Swingline Commitment or total of the Canadian Swingline CommitmentRevolving Commitments shall not be reduced below the aggregate principal amount of outstanding Canadian Revolving Loans and (iii) the Swing Line Commitment shall not be reduced below the aggregate principal amount of outstanding Swing Line Loans.

Voluntary Reduction of Commitments. (a) Upon at least one three Business Day's Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent's Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLender), the Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate in whole or in part the unutilized portion of any or all of (i) the Total Domestic Revolving Loan Commitments and (ii) and/or Multicurrency Revolving Commitments and/or the Total Acquisition Term Loan CommitmentsSwing Line Commitment, in each caseas the case may be, in part or in whole; provided that (x) any such voluntary termination of the Domestic Revolving Commitments or Multicurrency Revolving Commitments shall apply to proportionately and permanently reduce the Domestic Revolving Loan Commitment or Acquisition Term Loan Multicurrency Revolving Commitment, as applicablethe case may be, of each of Domestic Revolving Lender or Multicurrency Revolving Lender, as the Banks and case may be, (y) any partial voluntary reduction of the Total Revolving Loan Commitments or the Total Acquisition Term Loan Commitments pursuant to this Section 2.01 shall, in each case, SECTION 4.1 shall be in the amount of at least $100,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount; providedamount in the case of the Domestic Revolving Commitments and 5,000,000 Euro and integral multiples of 1,000,000 Euro in excess of that amount in the case of the Multicurrency Revolving Commitments denominated in Euro and with respect to Multicurrency Revolving Commitments denominated in an Alternative Currency, furtherthe Dollar Equivalent in such Alternative Currency of $5,000,000 (rounded to the nearest one hundred thousand units of such Alternative Currency) and integral multiples of the Dollar Equivalent of $1,000,000 (rounded to the nearest one hundred thousand units of such Alternative Currency) in excess of that amount and (z) (i) any such voluntary termination of the Domestic Revolving Commitments shall occur simultaneously with a voluntary prepayment, pursuant to SECTION 4.3, such that (A) the Total total of the Domestic Revolving Loan Commitments shall not be reduced to an amount less than below the aggregate principal amount of outstanding Domestic Revolving Loans plus the aggregate LC Obligations and the Dollar Equivalent amount of Swingline Loans and Letter of Credit Usage then outstanding Swing Line Loan Commitment and (Bii) any such voluntary termination of the Total Acquisition Term Loan Multicurrency Revolving Commitments shall occur simultaneously with a voluntary prepayment, pursuant to SECTION 4.3, such that the total of the Multicurrency Revolving Commitments shall not be reduced to an amount less than below the aggregate Acquisition Term Loans then outstanding. The Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate the unutilized portion, in whole or in part, principal Euro Equivalent amount of the U.S. Swingline Commitment, the U.K. Swingline Commitment or the Canadian Swingline Commitmentoutstanding Multicurrency Revolving Loans.

Voluntary Reduction of Commitments. Upon at least one two Business Day's Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent's Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLender), the Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate in whole Company (or in part the unutilized portion case of any or all of (i) the Total Canadian Revolving Loan Commitments and (ii) the Total Acquisition Term Loan C Commitments, in each case, in part or in whole; provided that (xCanadian Borrower) any such termination shall proportionately and permanently reduce the Revolving Loan Commitment or Acquisition Term Loan Commitment, as applicable, of each of the Banks and (y) any partial reduction of the Total Revolving Loan Commitments or the Total Acquisition Term Loan Commitments pursuant to this Section 2.01 shall, in each case, be in the amount of at least $100,000 and integral multiples of $100,000 in excess of that amount; provided, further, that (A) the Total Revolving Loan Commitments shall not be reduced to an amount less than the aggregate Revolving Loans and the Dollar Equivalent amount of Swingline Loans and Letter of Credit Usage then outstanding and (B) the Total Acquisition Term Loan Commitments shall not be reduced to an amount less than the aggregate Acquisition Term Loans then outstanding. The Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate the unutilized portionportion of the Multicurrency Revolving Commitments, Canadian Revolving Commitments, Term C Commitments or the Swing Line Commitment, as the case may be, in whole part or in partwhole, provided that, (x) any such voluntary termination of the U.S. Swingline Multicurrency Revolving Commitments, Term C Commitments or Canadian Revolving Commitments shall apply to proportionately and permanently reduce the Multicurrency Revolving Commitment, Term C Commitments or Canadian Revolving Commitment of each Multicurrency Revolving Lender or Canadian Revolving Lender, as the U.K. Swingline case may be, (y) any partial voluntary reduction pursuant to this Section 4.1 shall be in the amount of at least $10,000,000 and integral multiples of $5,000,000 in excess of that amount in the relevant currency of the applicable Facility and (z) any such voluntary termination of the Multicurrency Revolving Commitments, Canadian Revolving Commitments, Term C Commitments or Swing Line Commitment or shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 to the extent necessary such that (i) the Total Multicurrency Revolving Commitment shall not be reduced below the aggregate principal amount of outstanding Multicurrency Revolving Loans plus the aggregate LC Obligations and the Swing Line Commitment, (ii) the total of the Canadian Swingline CommitmentRevolving Commitments shall not be CHI:1587990.13 95 reduced below the aggregate principal amount of outstanding Canadian Revolving Loans, (iii) the total of the Term C Commitments shall not be reduced below the Total Available Term C Commitment and (iv) the Swing Line Commitment shall not be reduced below the aggregate principal amount of outstanding Swing Line Loans.

Voluntary Reduction of Commitments. (a) Upon at least one three Business Day's Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent's Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), the Applicable Borrower or Borrowers Workflow shall have the right, without premium or penalty, to terminate in whole or in part partially reduce the unutilized Unutilized Total Commitment, which notice shall specify the portion of any or all the specified reduction which shall apply to the Unutilized Acquisition Sub-Limit as required by the definition of (i) the Total Revolving Loan Commitments and (ii) the Total Acquisition Term Loan CommitmentsSub-Limit, in each case, in part or in whole; provided that (x) any such termination shall proportionately and permanently reduce the Revolving Loan Commitment or Acquisition Term Loan Commitment, as applicable, of each of the Banks and (y) any partial reduction of the Total Revolving Loan Commitments or the Total Acquisition Term Loan Commitments pursuant to this Section 2.01 shall, in each case, 3.02(a) shall be in the amount of at least $100,000 and 5,000,000 or any integral multiples of $100,000 1,000,000 in excess thereof. Each reduction to the Unutilized Total Commitment pursuant to this Section 3.02(a) shall apply to permanently reduce the Commitments of the various Lenders pro rata based on their respective Percentages. At the time of each reduction to the Commitment of any Lender pursuant to this Section 3.02(a), Workflow shall specify the amount of such reduction to apply to the Canadian Sub-Commitment of such Lender and to the Dollar Sub-Commitment of such Lender (the sum of which must equal the reduction to the Commitment of such Lender); provided that amount; provided, further, that (A) the Total Revolving Loan all Lenders with Canadian Sub-Commitments shall not be reduced treated in a consistent fashion (i.e., with no reductions, or with proportionate reductions, to an their respective Canadian Sub-Commitments) at the time of any reduction to the Unutilized Total Commitment pursuant to this Section 3.02(a). In the absence of a designation by Workflow pursuant to this Section 3.02, the amount less than of any reduction to the aggregate Revolving Loans and Commitment of any Lender pursuant to this Section 3.02 shall apply (i) first, to reduce the Dollar Equivalent amount Sub-Commitment of Swingline Loans and Letter of Credit Usage then outstanding the respective Lender and (Bii) the Total Acquisition Term Loan Commitments shall not be reduced to an amount less than the aggregate Acquisition Term Loans then outstanding. The Applicable Borrower or Borrowers shall have the right, without premium or penaltysecond, to terminate the unutilized portionextent in excess thereof, in whole or in part, of the U.S. Swingline Commitment, the U.K. Swingline Commitment or to reduce the Canadian Swingline CommitmentSub-Commitment of such Lender in each case on a pro rata basis.