Common use of Voluntary Reductions of the Revolving Commitments Clause in Contracts

Voluntary Reductions of the Revolving Commitments. The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Tranche 1 Revolving Commitments (for which purpose use of the Tranche 1 Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Bid Rate Loans and Swingline Loans) and the Tranche 2 Revolving Commitments, on a pro rata basis, at any time and from time to time without penalty or premium upon not less than 5 Business Days prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of Revolving Commitments shall not be less than $10,000,000 and integral multiples of $1,000,000 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, that a Prepayment Notice providing for termination of the Revolving Commitments may state that such Prepayment Notice is conditioned on the closing of other financing facilities, in which case such Prepayment Notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date such termination of the Revolving Commitments is to become effective) if such condition is not satisfied. Promptly after receipt of a Prepayment Notice, the Administrative Agent shall notify each Revolving Lender of the proposed termination or reduction. Revolving Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated. If the Revolving Commitments are terminated or reduced to zero, the Borrower shall pay all fees on the Revolving Commitments so reduced or terminated that have accrued to the date of such reduction or termination to the Administrative Agent for the account of the Revolving Lenders, including but not limited to any applicable compensation due to any Lender in accordance with Section 5.4.

Voluntary Reductions of the Revolving Commitments. The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Tranche 1 Revolving Commitments (for which purpose use of the Tranche 1 Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Bid Rate Loans and Swingline Loans) and the Tranche 2 Revolving Commitments, on a pro rata basis, at any time and from time to time without penalty or premium upon not less than 5 Business Days prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Revolving Commitments shall not be less than $10,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount in the aggregate) and shall be irrevocable once given and effective only upon receipt by the Administrative Agent (“Prepayment Reduction Notice”); provided, that a Prepayment Notice providing for termination however, the Borrower may not reduce the aggregate amount of the Revolving Commitments may state that such Prepayment Notice is conditioned on the closing of other financing facilities, in which case such Prepayment Notice may be revoked by below $50,000,000 unless the Borrower (by notice to the Administrative Agent on or prior to the date such termination of is terminating the Revolving Commitments is to become effective) if such condition is not satisfiedin full. Promptly after receipt of a Prepayment Notice, Reduction Notice the Administrative Agent shall notify each Revolving Lender of the proposed termination or Commitment reduction. The Revolving Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated, except as provided pursuant to Section 2.17. If the Revolving Commitments are terminated or reduced to zero, the The Borrower shall pay all interest and fees on the Revolving Commitments so reduced or terminated that have Loans accrued to the date of such reduction or termination of the Revolving Commitments to the Administrative Agent for the account of the Revolving Lenders, including but not limited to any applicable compensation due to any each Revolving Lender in accordance with Section 5.44.4.

Voluntary Reductions of the Revolving Commitments. The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Tranche 1 Revolving Commitments (for which purpose use of the Tranche 1 Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Bid Rate Loans and Swingline Loans) and the Tranche 2 Revolving Commitments, on a pro rata basis, at any time and from time to time without penalty or premium upon not less than 5 Business Days prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Revolving Commitments shall not be less than $10,000,000 and integral multiples of $1,000,000 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 Commitment Reduction Notice”); provided, that a Prepayment Notice providing for termination however, the Borrower may not reduce the aggregate amount of the Revolving Commitments may state that such Prepayment Notice is conditioned on the closing of other financing facilities, in which case such Prepayment Notice may be revoked by below $200,000,000 unless the Borrower (by notice to the Administrative Agent on or prior to the date such termination of is terminating the Revolving Commitments is to become effective) if such condition is not satisfiedin full. Promptly after receipt of a Prepayment Notice, Commitment Reduction Notice the Administrative Agent shall notify each Revolving Lender of the proposed termination or reduction. The Revolving Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated. If the Revolving Commitments are terminated or reduced to zero, the The Borrower shall pay all interest and fees on the Revolving Commitments so reduced or terminated that have Loans accrued to the date of such reduction or termination of the Revolving Commitments to the Administrative Agent for the account of the Revolving Lenders, including but not limited to any applicable compensation due to any each Revolving Lender in accordance with Section 5.44.4.

Voluntary Reductions of the Revolving Commitments. The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Tranche 1 Revolving Commitments (for which purpose use of the Tranche 1 Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Bid Rate Loans and Swingline Loans) and the Tranche 2 Revolving Commitments, on a pro rata basis, at any time and from time to time without penalty or premium upon not less than 5 Business Days (or such shorter period as shall be acceptable to the Administrative Agent) prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of Revolving Commitments shall not be less than $10,000,000 and integral multiples of $1,000,000 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, that a Prepayment Notice providing for termination of the Revolving Commitments may state that such Prepayment Notice is conditioned on the closing of other financing facilities, in which case such Prepayment Notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date such termination of the Revolving Commitments is to become effective) if such condition is not satisfied. Promptly after receipt of a Prepayment Notice, the Administrative Agent shall notify each Revolving Lender of the proposed termination or reduction. Revolving Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated. If the Revolving Commitments are terminated or reduced to zero, the Borrower shall pay all fees on the Revolving Commitments so reduced or terminated that have accrued to the date of such reduction or termination to the Administrative Agent for the account of the Revolving Lenders, including but not limited to any applicable compensation due to any Lender in accordance with Section 5.4.

Voluntary Reductions of the Revolving Commitments. The Subject to Section 2.15., the Borrower shall have the right to terminate or reduce the aggregate unused amount of the Tranche 1 Revolving Commitments (for which purpose use of the Tranche 1 Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Bid Rate Loans and Swingline Loans) and the Tranche 2 Revolving Commitments, on a pro rata basis, at any time and from time to time without penalty or premium upon not less than 5 3 Business Days prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of Revolving Commitments shall not be less than $10,000,000 and integral multiples of $1,000,000 in excess of that amount in the aggregate) and shall be irrevocable once given and effective only upon receipt by the Administrative Agent (“Prepayment Commitment Reduction Notice”); provided, that a Prepayment Notice providing for termination however, if the Borrower seeks to reduce the aggregate amount of the Revolving Commitments may state that such Prepayment Notice is conditioned on the closing of other financing facilitiesbelow $100,000,000, in which case such Prepayment Notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date such termination of then the Revolving Commitments is shall all automatically and permanently be reduced to become effective) if such condition is not satisfiedzero. Promptly after receipt of a Prepayment Notice, Commitment Reduction Notice the Administrative Agent shall notify each Revolving Lender of the proposed termination or Revolving Commitment reduction. The Revolving Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated. If the Revolving Commitments are terminated or reduced to zero, the The Borrower shall pay all interest and fees on the Revolving Commitments so reduced or terminated that have Loans accrued to the date of such reduction or termination of the Revolving Commitments to the Administrative Agent for the account of the Revolving Lenders, including but not limited to any applicable compensation due to any each Revolving Lender in accordance with Section 5.44.4.

Voluntary Reductions of the Revolving Commitments. The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Tranche 1 Revolving Commitments (for which purpose use of the Tranche 1 Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Bid Rate Loans and Swingline Loans) and the Tranche 2 Revolving Commitments, on a pro rata basis, at any time and from time to time without penalty or premium upon not less than 5 Business Days prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof (which may be conditioned upon the occurrence of a specified liquidity event) and the amount of any such reduction (which in the case of any partial reduction of the Revolving Commitments shall not be less than $10,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount in the aggregate) and shall be irrevocable once given (unless conditioned upon the occurrence of a specified liquidity event) and effective only upon receipt by the Administrative Agent (“Prepayment Commitment Reduction Notice”); provided, that a Prepayment Notice providing for termination however, the Borrower may not reduce the aggregate amount of the Revolving Commitments may state that such Prepayment Notice is conditioned on the closing of other financing facilities, in which case such Prepayment Notice may be revoked by below $10,000,000 unless the Borrower (by notice to the Administrative Agent on or prior to the date such termination of is terminating the Revolving Commitments is to become effective) if such condition is not satisfiedin full. Promptly after receipt of a Prepayment Notice, Commitment Reduction Notice the Administrative Agent shall notify each Revolving Lender of the proposed termination or Revolving Commitment reduction. The Revolving Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated. If the Revolving Commitments are terminated or reduced to zero, the The Borrower shall pay all interest and fees on the Revolving Commitments so reduced or terminated that have Loans accrued to the date of such reduction or termination of the Revolving Commitments to the Administrative Agent for the account of the Revolving Lenders, including but not limited to any applicable compensation due to any each Lender in accordance with Section 5.44.4.

Voluntary Reductions of the Revolving Commitments. The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Tranche 1 Revolving Commitments (for which purpose use of the Tranche 1 Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Bid Rate Loans and Swingline Loans) and the Tranche 2 Revolving Commitments, on a pro rata basis, at any time and from time to time without penalty or premium upon not less than 5 Business Days prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Revolving Commitments shall not be less than $10,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount in the aggregate) and shall be irrevocable once given and effective only upon receipt by the Administrative Agent (“Prepayment Reduction Notice”); provided, that a Prepayment Notice providing for termination however, the Borrower may not reduce the aggregate amount of the Revolving Commitments may state that such Prepayment Notice is conditioned on the closing of other financing facilities, in which case such Prepayment Notice may be revoked by below $50,000,000 unless the Borrower (by notice to the Administrative Agent on or prior to the date such termination of is terminating the Revolving Commitments is to become effective) if such condition is not satisfiedin full. Promptly after receipt of a Prepayment Notice, Reduction Notice the Administrative Agent shall notify each Revolving Lender of the proposed termination or Commitment reduction. The Revolving Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated, except as provided pursuant to Section 2.17. If the Revolving Commitments are terminated or reduced to zero, the The Borrower shall pay all interest and fees on the Revolving Commitments so reduced or terminated that have Loans accrued to the date of such reduction or termination of the Revolving Commitments to the Administrative Agent for LEGAL02/40926073v6 the account of the Revolving Lenders, including but not limited to any applicable compensation due to any each Revolving Lender in accordance with Section 5.44.4.

Voluntary Reductions of the Revolving Commitments. The Borrower Company shall have the right to terminate or reduce the aggregate unused amount of the Tranche 1 Revolving Commitments (for which purpose use of the Tranche 1 Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Bid Rate Loans and Swingline Loans) and the Tranche 2 Revolving Commitments, on a pro rata basis, at any time and from time to time without penalty or premium upon not less than 5 three (3) Business Days Days’ prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Revolving Commitments shall not be less than $10,000,000 25,000,000 and integral multiples of $1,000,000 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 Commitment Reduction Notice”); provided, that a Prepayment Notice providing for termination however, the Company may not reduce the aggregate amount of the Revolving Commitments may state below $100,000,000 unless the Company is terminating the Revolving Commitments in full; provided, further, however, that such Prepayment Notice is conditioned on the closing of other financing facilities, in which case such Prepayment Commitment Reduction Notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date such modified in connection with a requested termination of the aggregate amount of all Revolving Commitments that is to become effective) if such condition is contingent on the consummation of a refinancing, change of control event or other capital transaction that does not satisfiedclose on the originally anticipated closing date. Promptly after receipt of a Prepayment Commitment Reduction Notice, the Administrative Agent shall notify each Revolving Lender of the proposed termination or Revolving Commitment reduction. Without limitation of the provisions of Section 2.17., the Revolving Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated. If the Revolving Commitments are terminated or reduced to zero, the Borrower The Borrowers shall pay all interest and fees on the Revolving Commitments so reduced or terminated that have Loans accrued to the date of such reduction or termination of the Revolving Commitments to the Administrative Agent for the account of the Revolving Lenders, including but not limited to any applicable compensation due to any each Revolving Lender in accordance with Section 5.44.4. Section 2.14.

Voluntary Reductions of the Revolving Commitments. The Subject to Section 2.15., the Borrower shall have the right to terminate or reduce the aggregate unused amount of the Tranche 1 Revolving Commitments (for which purpose use of the Tranche 1 Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Bid Rate Loans and Swingline Loans) and the Tranche 2 Revolving Commitments, on a pro rata basis, at any time and from time to time without penalty or premium upon not less than 5 3 Business Days prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of Revolving Commitments shall not be less than $10,000,000 and integral multiples of $1,000,000 in excess of that amount in the aggregate) and shall be irrevocable once given and effective only upon receipt by the Administrative Agent (“Prepayment Commitment Reduction Notice”); provided, that a Prepayment Notice providing for termination however, if the Borrower seeks to reduce the aggregate amount of the Revolving Commitments may state that such Prepayment Notice is conditioned on the closing of other financing facilitiesbelow $100,000,000, in which case such Prepayment Notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date such termination of then the Revolving Commitments is shall all automatically and permanently be reduced to become effective) if such condition is not satisfiedzero. Promptly after receipt of a Prepayment Notice, Commitment Reduction Notice the Administrative Agent shall notify each Revolving Lender of the proposed termination or Revolving Commitment reduction. The Revolving Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated. If the Revolving Commitments are terminated or reduced to zero, the The Borrower shall pay all interest and fees on the Revolving Commitments so reduced or terminated that have Loans accrued to the date of such reduction or termination of the Revolving Commitments to the Administrative Agent for the account of the Revolving Lenders, including but not limited to any applicable compensation due to any each Revolving Lender in accordance with Section 5.4.4.4. ​

Voluntary Reductions of the Revolving Commitments. The Borrower Company shall have the right to terminate or reduce the aggregate unused amount of the Tranche 1 Revolving Commitments (for which purpose use of the Tranche 1 Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Bid Rate Loans and Swingline Loans) and the Tranche 2 Revolving Commitments, on a pro rata basis, at any time and from time to time without penalty or premium upon not less than 5 three (3) Business Days Days’ prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Revolving Commitments shall not be less than $10,000,000 25,000,000 and integral multiples of $1,000,000 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 Commitment Reduction Notice”); provided, that a Prepayment Notice providing for termination however, the Company may not reduce the aggregate amount of the Revolving Commitments may state below $100,000,000 unless the Company is terminating the Revolving Commitments in full; provided, further, however, that such Prepayment Notice is conditioned on the closing of other financing facilities, in which case such Prepayment Commitment Reduction Notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date such modified in connection with a requested termination of the aggregate amount of all Revolving Commitments that is to become effective) if such condition is contingent on the consummation of a refinancing, change of control event or other capital transaction that does not satisfiedclose on the originally anticipated closing date. Promptly after receipt of a Prepayment Commitment Reduction Notice, the Administrative Agent shall notify each Revolving Lender of the proposed termination or Revolving Commitment reduction. Without limitation of the provisions of Section 2.17., the Revolving Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated. If the Revolving Commitments are terminated or reduced to zero, the Borrower The Borrowers shall pay all interest and fees on the Revolving Commitments so reduced or terminated that have Loans accrued to the date of such reduction or termination of the Revolving Commitments to the Administrative Agent for the account of the Revolving Lenders, including but not limited to any applicable compensation due to any each Lender in accordance with Section 5.44.4.

Voluntary Reductions of the Revolving Commitments. The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Tranche 1 Revolving Commitments (for which purpose use of the Tranche 1 Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Bid Rate Loans and Swingline Loans) and the Tranche 2 Revolving Commitments, on a pro rata basis, at any time and from time to time without penalty or premium upon not less than 5 Business Days prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Revolving Commitments shall not be less than $10,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount in the aggregate) and shall be irrevocable once given and effective only upon receipt by the Administrative Agent (“Prepayment Reduction Notice”); provided, that a Prepayment Notice providing for termination however, the Borrower may not reduce the aggregate amount of the Revolving Commitments may state that such Prepayment Notice is conditioned on the closing of other financing facilities, in which case such Prepayment Notice may be revoked by below $50,000,000 unless the Borrower (by notice to the Administrative Agent on or prior to the date such termination of is terminating the Revolving Commitments is to become effective) if such condition is not satisfiedin full. Promptly after receipt of a Prepayment Notice, Reduction Notice the Administrative Agent shall notify each Revolving Lender of the proposed termination or Commitment reduction. The Revolving Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated, except as provided pursuant to Section 2.17. If the Revolving Commitments are terminated or reduced to zero, the The Borrower shall pay all interest and fees on the Revolving Commitments so reduced or terminated that have Loans accrued to the date of such reduction or termination of the Revolving Commitments to the Administrative Agent for the account of the Revolving Lenders, including but not limited to any applicable compensation due to any each Revolving Lender in accordance with Section 5.44.4.