Common use of Voluntary Reductions of Commitments Clause in Contracts

Voluntary Reductions of Commitments. (i) Company shall have the right, at any time and from time to time, to terminate in whole or permanently reduce in part, without premium or penalty, the Commitments in an amount up to the amount by which the Commitments exceed the then Total Utilization of Commitments at the time of such proposed termination or reduction. Company shall give not less than three Business Days' prior written notice to Administrative Agent designating the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction. Promptly after receipt of a notice of such termination or partial reduction, Administrative Agent shall notify each Lender of the proposed termination or reduction. Such termination or partial reduction of the Commitments shall be effective on the date specified in Company's notice and shall reduce the Commitment of each Lender proportionately to its Pro Rata Share. Any such partial reduction of the Commitments shall be in an aggregate minimum amount of $5,000,000, and integral multiples of $1,000,000 in excess of that amount. (ii) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 9.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Commitment of such non-consenting Lender so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such non-consenting Lender pursuant to subsection 2.6E, pursuant to subsection 2.4A(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed ------------ amounts), and (2) the consents required by subsection 9.6B in connection with the prepayment pursuant to subsection 2.4A(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6E, 2.6H, 2.7, 2.8, 2.9G, 2.9H, 4.13, 9.2 and 9.3), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (i) Company shall have the right, at any time and from time to time, to terminate in whole or permanently reduce in part, without premium or penalty, the Commitments in an amount up to the amount by which the Commitments exceed the then Total Utilization of Commitments at the time of such proposed termination or reduction. Company shall give not less than three Business Days' prior written notice to Administrative Agent designating the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction. Promptly after receipt of a notice of such termination or partial reduction, Administrative Agent shall notify each Lender of the proposed termination or reduction. Such termination or partial reduction of the Commitments shall be effective on the date specified in Company's notice and shall reduce the Commitment of each Lender proportionately to its Pro Rata Share. Any such partial reduction of the Commitments shall be in an aggregate minimum amount of $5,000,000, and integral multiples of $1,000,000 in excess of that amount. (ii) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 9.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Commitment of such non-consenting Lender so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such non-consenting Lender pursuant to subsection 2.6E, pursuant to subsection 2.4A(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 2.1A shall be deemed modified to reflect such changed ------------ amounts), and (2) the consents required by subsection 9.6B in connection with the prepayment pursuant to subsection 2.4A(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6E, 2.6H, 2.7, 2.8, 2.9G, 2.9H, 4.13, 9.2 and 9.3), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (i) Company Subject to Section 3.01(e), the Domestic Borrowers, upon at least three (3) Business Days' prior written notice to the Administrative Agent, shall have the right, at any time and from time to time, to terminate in whole the Domestic Commitments or permanently reduce in partpart the Domestic Commitments, without premium provided that the Domestic Borrowers shall have made or penaltycaused to be made any payment required to be made pursuant to Section 3.01(b)(i) after giving effect to such reduction. Subject to Section 3.01(e), the Commitments in an amount up to the amount by which the Commitments exceed the then Total Utilization of Commitments Multicurrency Borrowers, upon at the time of such proposed termination or reduction. Company shall give not less than three least five (5) Business Days' prior written notice to the Administrative Agent, shall have the right, from time to time, to terminate in whole the Multicurrency Commitment or permanently reduce in part the Multicurrency Commitment, provided that the Multicurrency Borrowers shall have made or caused to be made any payment required to be made pursuant to Section 3.01(b)(i) after giving effect to such reduction. (ii) Any partial reduction of a Lender's Commitment (A) shall be applied to such Lender's applicable Commitment, (B) shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, and (C) shall reduce the aggregate applicable Commitment of such Lender (or, where applicable, its Affiliate) proportionately in accordance with their aggregate Pro Rata Share of all Credit Facilities. Any notice of termination or reduction given to the Administrative Agent designating under this Section 3.01(a) shall specify the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction. Promptly after receipt of and, with respect to a notice of such termination or partial reduction, Administrative Agent shall notify each Lender the aggregate principal amount thereof. When notice of termination or reduction of any Commitment is delivered as provided herein, the principal amount of the proposed termination or reduction. Such termination or partial reduction of Revolving Loans under the Commitments Credit Facility so reduced shall be effective become due and payable on the date specified in Company's notice and shall reduce the Commitment of each Lender proportionately to its Pro Rata Share. Any such partial reduction of the Commitments shall be in an aggregate minimum amount of $5,000,000, and integral multiples of $1,000,000 in excess of that amount. (ii) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 9.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate extent the entire Commitment of Credit Facility Outstandings under such non-consenting Lender so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing Credit Facility would exceed the Maximum Credit Amount for such Credit Facility after giving effect to such Lender are repaid, including reduction. The payments in respect of reductions and terminations described in this Section 3.01(a) may be made without limitation amounts owing to such non-consenting Lender pursuant to subsection 2.6E, pursuant to subsection 2.4A(i)(b) concurrently with the effectiveness of such termination premium or penalty (at which time Schedule 2.1 shall be deemed modified to reflect such changed ------------ amountsexcept as provided in Section 4.02(e), and (2) the consents required by subsection 9.6B in connection with the prepayment pursuant to subsection 2.4A(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6E, 2.6H, 2.7, 2.8, 2.9G, 2.9H, 4.13, 9.2 and 9.3), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (i) Company Subject to Section 3.01(e), the Domestic Borrowers, upon at least three (3) Business Days’ prior written notice to the Administrative Agent, shall have the right, at any time and from time to time, to terminate in whole the Domestic Commitments or permanently reduce in partpart the Domestic Commitments, without premium provided that the Domestic Borrowers shall have made or penaltycaused to be made any payment required to be made pursuant to Section 3.01(b)(i) after giving effect to such reduction. Subject to Section 3.01(e), the Commitments in an amount up to the amount by which the Commitments exceed the then Total Utilization of Commitments Multicurrency Borrowers, upon at the time of such proposed termination or reduction. Company shall give not less than three least five (5) Business Days' ’ prior written notice to the Administrative Agent, shall have the right, from time to time, to terminate in whole the Multicurrency Commitment or permanently reduce in part the Multicurrency Commitment, provided that the Multicurrency Borrowers shall have made or caused to be made any payment required to be made pursuant to Section 3.01(b)(i) after giving effect to such reduction. (ii) Any partial reduction of a Lender’s Commitment (A) shall be applied to such Lender’s applicable Commitment, (B) shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, and (iii) shall reduce the aggregate applicable Commitment of such Lender (or, where applicable, its Affiliate) proportionately in accordance (x) with respect to a reduction of the Multicurrency Commitment, its Pro Rata Share of the applicable Credit Facility (with the understanding that any such reduction in respect of a Domestic Lender shall result in a reduction of that portion of the Domestic Lender’s Domestic Commitment identified as “Domestic Commitment plus Additional Multicurrency Participation Obligation” in Schedule 1.01.1), and (y) with respect to a reduction of the Domestic Commitments, their aggregate Pro Rata Share of all Credit Facilities (with the understanding that any such reduction in respect of a Domestic Lender shall result in a reduction of that portion of the Domestic Lender’s Domestic Commitment identified as “Domestic Commitment plus Additional Multicurrency Participation Obligation” in Schedule 1.01.1). Any notice of termination or reduction given to the Administrative Agent designating under this Section 3.01(a) shall specify the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction. Promptly after receipt of and, with respect to a notice of such termination or partial reduction, Administrative Agent shall notify each Lender the aggregate principal amount thereof. When notice of termination or reduction of any Commitment is delivered as provided herein, the principal amount of the proposed termination or reduction. Such termination or partial reduction of Revolving Loans under the Commitments Credit Facility so reduced shall be effective become due and payable on the date specified in Company's notice and shall reduce the Commitment of each Lender proportionately to its Pro Rata Share. Any such partial reduction of the Commitments shall be in an aggregate minimum amount of $5,000,000, and integral multiples of $1,000,000 in excess of that amount. (ii) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 9.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate extent the entire Commitment of Credit Facility Outstandings under such non-consenting Lender so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing Credit Facility would exceed the Maximum Credit Amount for such Credit Facility after giving effect to such Lender are repaid, including reduction. The payments in respect of reductions and terminations described in this Section 3.01(a) may be made without limitation amounts owing to such non-consenting Lender pursuant to subsection 2.6E, pursuant to subsection 2.4A(i)(b) concurrently with the effectiveness of such termination premium or penalty (at which time Schedule 2.1 shall be deemed modified to reflect such changed ------------ amountsexcept as provided in Section 4.02(e), and (2) the consents required by subsection 9.6B in connection with the prepayment pursuant to subsection 2.4A(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6E, 2.6H, 2.7, 2.8, 2.9G, 2.9H, 4.13, 9.2 and 9.3), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (ia) Company shall have the rightmay, upon not less than three Business Days' prior written or telephonic notice confirmed in writing to Agent (which original written or telephonic notice Agent will promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to 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 amount by which the Revolving Loan Commitments exceed the then Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitments shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Company shall give not less than three Business Days' prior written Company's notice to Administrative Agent designating shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction. Promptly after receipt of a notice of , and such termination or partial reduction, Administrative Agent shall notify each Lender of the proposed termination or reduction. Such termination or partial reduction of the Revolving Loan Commitments shall be effective on the date specified in Company's notice and shall reduce the Revolving Loan Commitment of each Lender proportionately to its Pro Rata Share. Any Share of such partial reduction of the Commitments shall be in an aggregate minimum amount of $5,000,000, and integral multiples of $1,000,000 in excess of that amountreduction. (iib) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 9.6B10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Loan Commitment of such non-consenting Lender Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such non-consenting Lender pursuant to subsection 2.6E2.6D, pursuant to subsection 2.4A(i)(b2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed ------------ amounts), ) and (2) the consents required by subsection 9.6B 10.6B in connection with the prepayment pursuant to subsection 2.4A(i)(b2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6E, 2.6H2.6D, 2.7, 2.83.6, 2.9G, 2.9H, 4.13, 9.2 10.2 and 9.310.3), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (i) Company Subject to SECTION 3.01(e), the Domestic Borrowers, upon at least three (3) Business Days' prior written notice to the Administrative Agent, shall have the right, at any time and from time to time, to terminate in whole the Domestic Commitments or permanently reduce in partpart the Domestic Commitments, without premium provided that the Domestic Borrowers shall have made or penaltycaused to be made any payment required to be made pursuant to SECTION 3.01 (b)(i) after giving effect to such reduction, and, provided, further, that after giving effect to such reduction, the aggregate Domestic Commitments in an amount up are greater than or equal to sixty percent (60%) of the amount by which aggregate Commitments. Subject to SECTION 3.01(e), the Commitments exceed the then Total Utilization of Commitments Multicurrency Borrowers, upon at the time of such proposed termination or reduction. Company shall give not less than three least five (5) Business Days' prior written notice to the Administrative Agent, shall have the right, from time to time, to terminate in whole the Multicurrency Commitments or permanently reduce in part the Multicurrency Commitments, provided that the Multicurrency Borrowers shall have made or caused to be made any payment required to be made pursuant to SECTION 3.01(b)(i) after giving effect to such reduction. (ii) Any partial reduction of a Lender's Commitment (A) shall be applied to such Lender's applicable Commitment, (B) shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, and (iii) shall reduce the aggregate applicable Commitment of such Lender (or, where applicable, its Affiliate) proportionately in accordance (x) with respect to a reduction of the Multicurrency Commitments, its Pro Rata Share of the applicable Credit Facility and (y) with respect to a reduction of the Domestic Commitments, their aggregate Pro Rata Share of all Credit Facilities. Any notice of termination or reduction given to the Administrative Agent designating under this SECTION 3.01(a) shall specify the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction. Promptly after receipt of and, with respect to a notice of such termination or partial reduction, Administrative Agent shall notify each Lender the aggregate principal amount thereof. When notice of termination or reduction of any Commitment is delivered as provided herein, the principal amount of the proposed termination or reduction. Such termination or partial reduction of Revolving Loans under the Commitments Credit Facility so reduced shall be effective become due and payable on the date specified in Company's notice and shall reduce the Commitment of each Lender proportionately to its Pro Rata Share. Any such partial reduction of the Commitments shall be in an aggregate minimum amount of $5,000,000, and integral multiples of $1,000,000 in excess of that amount. (ii) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 9.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate extent the entire Commitment of Credit Facility Outstandings under such non-consenting Lender so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing Credit Facility would exceed the Maximum Credit Amount for such Credit Facility after giving effect to such Lender are repaid, including reduction. The payments in respect of reductions and terminations described in this SECTION 3.01(a) may be made without limitation amounts owing to such non-consenting Lender pursuant to subsection 2.6E, pursuant to subsection 2.4A(i)(b) concurrently with the effectiveness of such termination premium or penalty (at which time Schedule 2.1 shall be deemed modified to reflect such changed ------------ amountsexcept as provided in SECTION 4.02(e), and (2) the consents required by subsection 9.6B in connection with the prepayment pursuant to subsection 2.4A(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6E, 2.6H, 2.7, 2.8, 2.9G, 2.9H, 4.13, 9.2 and 9.3), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (i) Company Subject to Section 3.01(e), the Domestic Borrowers, upon at least three (3) Business Days’ prior written notice to the Administrative Agent, shall have the right, at any time and from time to time, to terminate in whole the Domestic Commitments or permanently reduce in partpart the Domestic Commitments, without premium provided that the Domestic Borrowers shall have made or penaltycaused to be made any payment required to be made pursuant to Section 3.01(b)(i) after giving effect to such reduction. Subject to Section 3.01(e), the Commitments in an amount up to the amount by which the Commitments exceed the then Total Utilization of Commitments Multicurrency Borrowers, upon at the time of such proposed termination or reduction. Company shall give not less than three least five (5) Business Days' ’ prior written notice to the Administrative Agent, shall have the right, from time to time, to terminate in whole the Multicurrency Commitment or permanently reduce in part the Multicurrency Commitment, provided that the Multicurrency Borrowers shall have made or caused to be made any payment required to be made pursuant to Section 3.01(b)(i) after giving effect to such reduction. (ii) Any partial reduction of a Lender’s Commitment (A) shall be applied to such Lender’s applicable Commitment, (B) shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, and (C) shall reduce the aggregate applicable Commitment of such Lender (or, where applicable, its Affiliate) proportionately in accordance with their aggregate Pro Rata Share of all Credit Facilities. Any notice of termination or reduction given to the Administrative Agent designating under this Section 3.01(a) shall specify the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction. Promptly after receipt of and, with respect to a notice of such termination or partial reduction, Administrative Agent shall notify each Lender the aggregate principal amount thereof. When notice of termination or reduction of any Commitment is delivered as provided herein, the principal amount of the proposed termination or reduction. Such termination or partial reduction of Revolving Loans under the Commitments Credit Facility so reduced shall be effective become due and payable on the date specified in Company's notice and shall reduce the Commitment of each Lender proportionately to its Pro Rata Share. Any such partial reduction of the Commitments shall be in an aggregate minimum amount of $5,000,000, and integral multiples of $1,000,000 in excess of that amount. (ii) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 9.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate extent the entire Commitment of Credit Facility Outstandings under such non-consenting Lender so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing Credit Facility would exceed the Maximum Credit Amount for such Credit Facility after giving effect to such Lender are repaid, including reduction. The payments in respect of reductions and terminations described in this Section 3.01(a) may be made without limitation amounts owing to such non-consenting Lender pursuant to subsection 2.6E, pursuant to subsection 2.4A(i)(b) concurrently with the effectiveness of such termination premium or penalty (at which time Schedule 2.1 shall be deemed modified to reflect such changed ------------ amountsexcept as provided in Section 4.02(e), and (2) the consents required by subsection 9.6B in connection with the prepayment pursuant to subsection 2.4A(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6E, 2.6H, 2.7, 2.8, 2.9G, 2.9H, 4.13, 9.2 and 9.3), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (i) Company The Borrower shall have the right, right to terminate or reduce the aggregate unused amount of the Revolving Commitments (for which purpose use of the Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Swingline Loans) or the Term Loan Commitments at any time and from time to time, to terminate in whole time without penalty or permanently reduce in part, without premium or penalty, the Commitments in an amount up to the amount by which the Commitments exceed the then Total Utilization of Commitments at the time of such proposed termination or reduction. Company shall give upon not less than three 3 Business Days' Days prior written notice to the Administrative Agent designating the date (which shall be a Business Day) of each such termination or reduction reduction, which notice shall specify the Class of Commitments subject to such termination or reduction, the effective date thereof and the amount of any such reduction (which in the case of any partial reduction. reduction of Commitments shall not be less than $10,000,000 and integral multiples of $5,000,000 in excess of that amount in the aggregate) and shall be irrevocable once given and effective only upon receipt by the Administrative Agent (“Prepayment Notice”); provided, however, that such Prepayment Notice may be revoked or modified in connection with a requested termination of the aggregate amount of all Commitments that is contingent on the consummation of a refinancing, change of control event or other capital transaction that does not close on the originally anticipated closing date.. Promptly after receipt of a notice Prepayment Notice with respect to a Class of such termination or partial reductionCommitments, the Administrative Agent shall notify each Lender of such Class of the proposed termination or reduction. Such Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated, except in accordance with Section 2.16. If the Commitments of a Class are terminated or reduced to zero, the Borrower shall pay all fees on the Commitments so reduced or terminated that have accrued to the date of such reduction or termination or partial reduction to the Administrative Agent for the account of the Commitments shall be effective on the date specified in Company's notice and shall reduce the Commitment of each Lender proportionately to its Pro Rata Share. Any such partial reduction Lenders of the Commitments shall be in an aggregate minimum amount of $5,000,000, and integral multiples of $1,000,000 in excess of that amount. (ii) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 9.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Commitment of such non-consenting Lender so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaidapplicable Class, including without limitation amounts owing but not limited to such non-consenting any applicable compensation due to any Lender pursuant to subsection 2.6E, pursuant to subsection 2.4A(i)(b) concurrently in accordance with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed ------------ amounts), and (2) the consents required by subsection 9.6B in connection with the prepayment pursuant to subsection 2.4A(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6E, 2.6H, 2.7, 2.8, 2.9G, 2.9H, 4.13, 9.2 and 9.3), which shall survive as to such LenderSection 4.4.