Common use of Voluntary Termination of Commitments Clause in Contracts

Voluntary Termination of Commitments. (a) Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate the Total Unutilized Basic Revolving Loan Commitment, in whole or in part, and/or the Total Unutilized Supplemental Revolving Loan Commitment, in whole or in part, PROVIDED that partial reductions of either of such Commitments shall be in an amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof, PROVIDED that each such reduction pursuant to this clause (a) shall apply proportionately to permanently reduce the Basic Revolving Loan Commitment and/or the Supplemental Revolving Loan Commitment, as the case may be, of each Bank with such a Commitment or Commitments. (b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to terminate the entire Basic Revolving Loan Commitment and Supplemental Revolving Loan Commitment of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b), and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or cash equivalents equal to such Bank's applicable BRL Percentage of the Letter of Credit Outstandings (which cash and/or cash equivalents shall be held by the Administrative Agent as security for the obligations of the Borrower hereunder in respect of such outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent (at which time Schedule I shall be deemed modified to reflect such changed amounts)), and at such time, such Bank shall no longer constitute a "Bank" for purposes of this Agreement, except with respect to indemnifications under this Agreement pursuant to Sections 1.10, 1.11, 2.05, 4.04, 12.01 and 12.06, which shall survive as to such repaid Bank.

Voluntary Termination of Commitments. (a) Upon at least three Business Days' ’ prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or reduce the Unutilized Revolving Loan Commitments or the Total Unutilized Basic Revolving Term Loan CommitmentCommitments, in whole or in part, and/or prior to the Total Unutilized Supplemental Revolving Loan CommitmentMaturity Date, in whole or in part, PROVIDED that partial reductions of either of such Commitments shall be in an amount of $5,000,000 or integral multiples of $1,000,000 in excess thereofeach case of partial reductions to the Unutilized Revolving Loan Commitments or the Total Term Loan Commitments; provided that, PROVIDED that in each case, such reduction pursuant to this clause (a) shall apply proportionately to permanently reduce the Basic Revolving Loan Commitment and/or the Supplemental Commitments of each Lender with Revolving Loan CommitmentCommitments and/or Term Loan Commitments, as the case may be, of each Bank with such a Commitment or Commitmentsapplicable. (b) In the event of certain refusals by a Bank Lender as provided in Section 11.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b)Lenders, the Borrower shall have may, subject to the right, requirements of said Section 11.12(b) and upon five Business Days' prior ’ written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), to terminate all of the entire Basic Revolving Loan Commitment and Supplemental Revolving Loan Commitment (if any) of such Bank, Lender so long as all Loans, together with accrued and unpaid interest, Fees Commitment Commission and all other amounts, owing to such Bank Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b), and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or cash equivalents equal to such Bank's applicable BRL Percentage of the Letter of Credit Outstandings (which cash and/or cash equivalents shall be held by the Administrative Agent as security for the obligations of the Borrower hereunder in respect of such outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent (at which time Schedule I hereto shall be deemed modified to reflect such changed amounts)), and at such time, time such Bank Lender shall no longer constitute a "Bank" “Lender” for purposes of this Agreement, except with respect to indemnifications indemnification provisions under this Agreement pursuant to (including, without limitation, Sections 1.102.09, 1.11, 2.052.10, 4.04, 12.01 11.01, 11.16 and 12.0611.17), which shall survive as to such repaid BankLender.

Voluntary Termination of Commitments. (a) Upon at least three one Business Days' Day's prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at 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 Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate the Total Unutilized Basic Revolving Loan Commitmentreduce, in whole or in part, and/or the Total Unutilized Supplemental Revolving Loan Commitment, in whole or in partprovided that (w) any such partial reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each Lender, PROVIDED that partial reductions of either of (x) no such Commitments reduction shall be reduce any Non-Defaulting Lender's Revolving Commitment in an amount greater than the then Unutilized Revolving Commitment of $5,000,000 or integral multiples of $1,000,000 in excess thereof, PROVIDED that each such Lender and (y) any partial reduction pursuant to this clause (a) Section 4.02 shall apply proportionately to permanently reduce be in the Basic Revolving Loan Commitment and/or the Supplemental Revolving Loan Commitment, as the case may be, amount of each Bank with such a Commitment or Commitmentsat least $1,000,000. (b) In the event of certain refusals a refusal by a Bank Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks Lenders as (and to the extent) provided in Section 12.12(b), the Borrower shall have may, subject to its compliance with the rightrequirements of Section 12.12(b), upon five Business Days' prior written notice to the Administrative Agent at its the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to Lenders) terminate the entire Basic Revolving Loan Commitment and Supplemental Revolving Loan Commitment of such BankLender, so long as (A) all Revolving Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b), and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or cash equivalents equal to such Bank's applicable BRL Percentage of the Letter of Credit Outstandings (which cash and/or cash equivalents shall be held by the Administrative Agent as security for the obligations of the Borrower hereunder in respect of such outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent 5.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts)), and (B) the consent required under Section 12.12(b) in connection therewith shall have been attained at such time, and such Bank Lender shall no longer constitute a "BankLender" for purposes of this Agreement, except with respect to indemnifications under this Agreement pursuant to (including, without limitation, Sections 1.102.10, 1.112.11, 2.053.06, 4.045.04, 12.01 11.06 and 12.0612.01), which shall survive as to such repaid BankLender.

Voluntary Termination of Commitments. (a) Upon at least three Business Days' ’ prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty to terminate the Total Revolving Loan Commitment in whole, or reduce it in part, pursuant to this Section 3.02(a), in an integral multiple of $1,000,000 in the case of partial reductions to the Total Revolving Loan Commitment, provided that (x) if, as a result of any such termination or reduction to the Total Revolving Loan Commitment, any amounts are owing pursuant to Section 4.02(a), such amounts shall be repaid in accordance with the requirements of Section 4.02(a) concurrently with the effectiveness of such termination or reduction to the Total Revolving Loan Commitment and (y) each such reduction shall apply proportionately to permanently reduce the Revolving Loan Commitment of each RL Lender. (b) Unless otherwise provided in the respective Incremental Commitment Agreement, upon at least three Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate the Total Unutilized Basic Revolving aggregate Incremental Term Loan CommitmentCommitments provided pursuant to any Incremental Commitment Agreement in whole, in whole or reduce them in part, and/or the Total Unutilized Supplemental Revolving Loan Commitmentpursuant to this Section 3.02(b), in whole or in part, PROVIDED that partial reductions of either of such Commitments shall be in an amount of $5,000,000 or integral multiples multiple of $1,000,000 (or such other multiple as may be provided in excess thereofthe respective Incremental Commitment Agreement) in the case of partial reductions to the aggregate amount of Incremental Term Loan Commitments provided pursuant to the relevant Incremental Commitment Agreement, PROVIDED provided that each such reduction pursuant to this clause (a) shall apply proportionately to permanently reduce the Basic Revolving Incremental Term Loan Commitment and/or of various Lenders provided pursuant to the Supplemental Revolving respective Incremental Commitment Agreement or Agreements under which such Tranche of Incremental Term Loan Commitment, as the case may be, of each Bank with such a Commitment or CommitmentsCommitments have been provided. (bc) In the event of certain refusals a refusal by a Bank Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks Lenders as (and to the extent) provided in Section 12.12(b14.12(b), the Borrower shall have may, subject to its compliance with the rightrequirements of Section 14.12(b), upon five Business Days' ’ prior written notice to the Administrative Agent at its the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to Lenders) terminate the entire Basic Revolving Loan Commitment and Supplemental Revolving Loan Commitment of such BankLender, so long as (x) all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank Lender (including all amounts, if any, owing pursuant to Section 1.11 but excluding amounts owing in respect to Term Loans maintained by such Lender, if such Term Loans are not being repaid pursuant to Section 14.12(b)) are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b), and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or cash equivalents equal to such Bank's applicable BRL Percentage of the Letter of Credit Outstandings (which cash and/or cash equivalents shall be held by the Administrative Agent as security for the obligations of the Borrower hereunder in respect of such outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent ) (at which time Schedule I 1.01 shall be deemed modified to reflect such changed amounts) and (y) after giving effect to the repayments pursuant to preceding clause (x)), any additional payments owing at such time pursuant to Section 4.02(a) shall be made concurrently with the effectiveness of such termination, and at such time, such Bank Lender shall no longer constitute a "Bank" “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement pursuant to (including, without limitation, Sections 1.10, 1.11, 2.052.06, 4.04, 12.01 13.06 and 12.0614.01), which shall survive as to such repaid BankLender. (d) The Borrower shall not have the right to voluntarily terminate or partially reduce the total Initial Term Loan Commitment (or the Initial Term Loan Commitment of any Lender).

Voluntary Termination of Commitments. (a) Upon at least three one Business Days' Day's prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice shall be deemed to be given on a certain day only if given before 10:00 A.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 Borrower shall have the right, without premium or penalty, to reduce, in whole or in part, the Total Unutilized Revolving Commitment, PROVIDED that (x) any such partial reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each Lender, (y) no such reduction shall reduce any Non-Defaulting Lender's Revolving Commitment in an amount greater than the then Unutilized Revolving Commitment of such Lender and (z) any partial reduction pursuant to this Section 4.02(a) shall be in the amount of at any time least $500,000. (b) Upon at least one Business Day's prior written notice (or from time telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice shall be deemed to be given on a certain day only if given before 10:00 A.M. (New York time) on such day and shall be promptly transmitted by the Administrative Agent to each of the Lenders), the Borrower shall have the right, without premium or penalty, to terminate the Total Unutilized Basic Revolving Loan Commitmentreduce, in whole or in part, and/or the Total Unutilized Supplemental Revolving Loan Term Commitment, in whole or in part, PROVIDED that (x) any such partial reductions reduction shall apply to proportionately and permanently reduce the Term Commitment of either of such Commitments shall be in an amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof, PROVIDED that each such Lender and (y) any partial reduction pursuant to this clause (aSection 4.02(b) shall apply proportionately to permanently reduce be in the Basic Revolving Loan Commitment and/or the Supplemental Revolving Loan Commitment, as the case may be, amount of each Bank with such a Commitment or Commitmentsat least $500,000. (bc) In the event of certain refusals a refusal by a Bank Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks Lenders as (and to the extent) provided in Section 12.12(b), the Borrower shall have may, subject to its compliance with the rightrequirements of Section 12.12(b), upon five Business Days' prior written notice to the Administrative Agent at its the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to Lenders) terminate the entire Basic Revolving Loan Commitment and Supplemental Revolving Loan Term Commitment of such BankLender, so long as (A) all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b), and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or cash equivalents equal to such Bank's applicable BRL Percentage of the Letter of Credit Outstandings (which cash and/or cash equivalents shall be held by the Administrative Agent as security for the obligations of the Borrower hereunder in respect of such outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent 5.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts)), and (B) the consent required under Section 12.12(b) in connection therewith shall have been attained at such time, and such Bank Lender shall no longer constitute a "BankLender" for purposes of this Agreement, except with respect to indemnifications under this Agreement pursuant to (including, without limitation, Sections 1.102.10, 1.112.11, 2.053.06, 4.045.04, 12.01 11.06 and 12.0612.01), which shall survive as to such repaid BankLender.

Voluntary Termination of Commitments. (a) Upon at least three Business Days' ’ prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or reduce the Unutilized Revolving Loan Commitments or the Total Unutilized Basic Revolving Term Loan CommitmentCommitments, in whole or in part, and/or prior to the Total Unutilized Supplemental Revolving Loan CommitmentMaturity Date, in whole or in part, PROVIDED that partial reductions of either of such Commitments shall be in an amount of $5,000,000 or integral multiples of $1,000,000 in excess thereofeach case of partial reductions to the Unutilized Revolving Loan Commitments or the Total Term Loan Commitments; provided that, PROVIDED that in each case, such reduction pursuant to this clause (a) shall apply proportionately to permanently reduce the Basic Revolving Loan Commitment and/or the Supplemental Commitments of each Lender with Revolving Loan CommitmentCommitments and/or Term Loan Commitments, as the case may be, of each Bank with such a Commitment or Commitmentsapplicable. (b) In the event of certain refusals by a Bank Lender as provided in Section 11.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b)Lenders, the Borrower shall have may, subject to the right, requirements of said Section 11.12(b) and upon five Business Days' prior ’ written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), to terminate all of the entire Basic Revolving Loan Commitment and Supplemental Revolving Loan Commitment (if any) of such Bank, Lender so long as all Loans, together with accrued and unpaid interest, Fees Commitment Commission and all other amounts, owing to such Bank Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b), and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or cash equivalents equal to such Bank's applicable BRL Percentage of the Letter of Credit Outstandings (which cash and/or cash equivalents shall be held by the Administrative Agent as security for the obligations of the Borrower hereunder in respect of such outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent (at which time Schedule I hereto shall be deemed modified to reflect such changed amounts)), and at such time, time such Bank Lender shall no longer constitute a "Bank" “Lender” for purposes of this Agreement, except with respect to indemnifications indemnification provisions under this Agreement pursuant to (including, without limitation, Sections 1.102.09, 1.11, 2.052.10, 4.04, 12.01 11.01, 11.17 and 12.0611.19), which shall survive as to such repaid BankLender.

Voluntary Termination of Commitments. (a) Upon at least three Business Days' ’ prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or reduce the Total Unutilized Basic Revolving Loan Commitment, Commitments in whole or in part, and/or part prior to the Total Unutilized Supplemental Revolving Loan CommitmentCommitment Termination Date, in whole or in part, PROVIDED that partial reductions of either of such Commitments shall be in an amount of $5,000,000 or integral multiples of $1,000,000 in excess thereofthe case of partial reductions, PROVIDED that provided that, in each case, such reduction pursuant to this clause (a) shall apply proportionately to permanently reduce the Basic Revolving Loan Commitment and/or the Supplemental Revolving Loan Commitment, as the case may be, Commitments of each Bank with such a Commitment or CommitmentsLender. (b) In the event of certain refusals by a Bank Lender as provided in Section 11.13(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b)Lenders, the Borrower shall have may, subject to the right, requirements of said Section 11.13(b) and upon five Business Days' prior ’ written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), to terminate all of the entire Basic Revolving Loan Commitment and Supplemental Revolving Loan Commitment (if any) of such Bank, Lender so long as all Loans, together with accrued and unpaid interest, Fees Commitment Commission and all other amounts, owing to such Bank Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b), and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or cash equivalents equal to such Bank's applicable BRL Percentage of the Letter of Credit Outstandings (which cash and/or cash equivalents shall be held by the Administrative Agent as security for the obligations of the Borrower hereunder in respect of such outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent (at which time Schedule I hereto shall be deemed modified to reflect such changed amounts)), and at such time, time such Bank Lender shall no longer constitute a "Bank" “Lender” for purposes of this Agreement, except with respect to indemnifications indemnification provisions under this Agreement pursuant to (including, without limitation, Sections 1.102.09, 1.11, 2.052.10, 4.04, 12.01 11.01, 11.17 and 12.0611.18), which shall survive as to such repaid BankLender.

Voluntary Termination of Commitments. (a) Upon at least three one ------------------------------------ Business Days' Day's prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate the Total Unutilized Basic Revolving Loan Commitment, in whole or in part, and/or pursuant to this Section 3.02(a), in a minimum amount of $1,000,000 or an integral multiple of $100,000 in excess thereof in the case of partial reductions to the Total Unutilized Supplemental Revolving Loan Commitment, in whole or in part, PROVIDED that partial reductions of either of such Commitments shall be in an amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof, PROVIDED provided that each such reduction pursuant to this clause (a) shall apply proportionately to permanently reduce the Basic Revolving Loan Commitment and/or the Supplemental Revolving Loan Commitment, as the case may be, of each Bank with such a Commitment or CommitmentsRL Lender. (b) In At any time after the event Initial Borrowing Date and prior to the termination of certain refusals by a Bank the Total Tranche A Term Loan Commitment, and upon at least five Business Day's prior written notice to, and subject to obtaining the prior written consent to certain proposed changesof, waiversthe Syndication Agent, discharges or terminations with respect to this Agreement which have been approved by the Administrative Agent and the Required Banks as provided in Section 12.12(b)Lenders, the Borrower shall have the right, upon five Business Days' prior written notice without premium or penalty, to terminate, in whole or in part, the remaining Total Tranche A Term Loan Commitment, in a minimum amount of $2,000,000 or an integral multiple of $1,000,000 in excess thereof in the case of partial terminations of the Total Tranche A Term Loan Commitment; provided that the consents of the Syndication Agent, the Administrative Agent at its Notice Office and the Required Lenders shall not be so required if either (which notice x) the Administrative Agent shall promptly transmit to each Total Tranche A Term Loan Commitment is being terminated in full in conjunction with the prepayment in full of all outstanding Loans and the termination of the Banks), to terminate the entire Basic Total Revolving Loan Commitment and Supplemental Revolving or (y) the Junior Subordinated Notes have theretofore been repaid in full. Any reduction to the Total Tranche A Term Loan Commitment pursuant to this Section 3.02(b) shall be applied proportionately to permanently reduce the Tranche A Term Loan Commitment of each Lender with such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b), and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or cash equivalents equal to such Bank's applicable BRL Percentage of the Letter of Credit Outstandings (which cash and/or cash equivalents shall be held by the Administrative Agent as security for the obligations of the Borrower hereunder in respect of such outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent (at which time Schedule I shall be deemed modified to reflect such changed amounts)), and at such time, such Bank shall no longer constitute a "Bank" for purposes of this Agreement, except with respect to indemnifications under this Agreement pursuant to Sections 1.10, 1.11, 2.05, 4.04, 12.01 and 12.06, which shall survive as to such repaid BankCommitment.