Common use of Voluntary Termination of Revolving Commitments Clause in Contracts

Voluntary Termination of Revolving Commitments. (a) Upon at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) by any Borrower to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), any Borrower shall have the right, without premium or penalty, to terminate the Total Unutilized Revolving Loan Commitment, in whole or, if in part, in integral multiples of $1,000,000, provided, that (i) each such reduction shall apply proportionately to permanently reduce the Revolving Loan Commitment of each Bank and (ii) the reduction to the Total Unutilized Revolving Loan Commitment shall in no case be in an amount which would cause the Revolving Loan Commitment of any Bank to be reduced (as required by preceding clause (i)) by an amount which exceeds the remainder of (x) the Unutilized Revolving Loan Commitment of such Bank as in effect immediately before giving effect to such reduction minus (y) such Bank's Adjusted Percentage of the aggregate principal amount of all Swingline Loans then outstanding. (b) In the event of the refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to any of the matters set forth in clauses (i) through (vi), inclusive, of the first proviso in Section 12.12(a) which has been approved by the Required Banks, the Borrowers shall have the right (subject to the requirements of Section 12.12(b)), upon five 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 Banks), to terminate the entire 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) (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 (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.01 and 12.06), which shall survive as to such repaid Bank.

Voluntary Termination of Revolving Commitments. (a) (I) Upon at least two Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) by any Borrower to the Administrative Agent at its the applicable Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), any Revolving Borrower shall have the right, without premium or penalty, to terminate the Total Unutilized Revolving Loan Commitment, in whole or, if in part, in integral multiples of $1,000,000, provided, provided that (i) each such reduction shall apply proportionately to permanently reduce the Revolving Loan Commitment of each Bank and (ii) the reduction to Revolving Lender. A notice of termination of the Total Unutilized Revolving Loan Commitment shall in no case be in an amount which would cause the pursuant to this Section 3.02(a), delivered by a Revolving Loan Commitment Borrower contemporaneously with a notice of any Bank to be reduced (as required by preceding clause (i)) by an amount which exceeds the remainder of (x) the Unutilized Revolving Loan Commitment of such Bank as in effect immediately before giving effect to such reduction minus (y) such Bank's Adjusted Percentage of the aggregate principal amount prepayment of all Swingline outstanding Loans then outstandingpursuant to Section 4.01(a), may state that such notice is conditioned upon the effectiveness of other credit facilities the proceeds of which will be used to refinance in full this Agreement, in which case such notice may be revoked by such Revolving Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, any such revocation shall not affect any Revolving Borrower’s obligations pursuant to Section 1.11. (bII) In the event of the refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to any of the matters set forth in clauses (i) through (vi), inclusive, of the first proviso in Section 12.12(a) which has been approved by the Required Banks, the Borrowers shall have the right (subject to the requirements of Section 12.12(b)), upon five Upon at least two Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) by any Canadian Revolving Borrower to the Administrative Agent at the applicable Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), any Canadian Revolving Borrower shall have the right, without premium or penalty, to terminate the entire Total Unutilized Canadian Revolving Loan Commitment, in whole or, if in part, in integral multiples of C$1,000,000, provided that each such reduction shall apply proportionately to permanently reduce the Canadian Revolving Loan Commitment of each Canadian Revolving Lender. A notice of termination of the Total Unutilized Canadian Revolving Loan Commitment pursuant to this Section 3.02(a), delivered by a Canadian Revolving Borrower contemporaneously with a notice of prepayment of all outstanding Canadian Revolving Loans pursuant to Section 4.01(a), may state that 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 notice is conditioned upon the effectiveness of other credit facilities the proceeds of which will be used to refinance in full this Agreement, in which case such termination notice may be revoked by such Canadian Revolving Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, any such revocation shall not affect any Canadian Revolving Borrower’s obligations pursuant to Section 4.01(b1.11. (III) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) by an Incremental Term Loan Borrower to the Administrative Agent at the applicable Notice Office (which time Schedule I notice the Administrative Agent shall be deemed modified promptly transmit to reflect such changed amountseach of the Lenders), and at such timeIncremental Term Loan Borrower shall have the right, such Bank shall no longer constitute a "Bank" for purposes of this Agreementwithout premium or penalty, except to terminate or partially reduce the Total Incremental Term Loan Commitment under the Tranche with respect to indemnifications such Incremental Term Loan Borrower, provided that (x) any such termination or partial reduction shall apply proportionately to permanently reduce the Incremental Term Loan Commitment of each of the Lenders with such a Commitment under such Tranche and (y) any partial reduction pursuant to this Agreement Section 3.02(a)(III) shall be in integral multiples of $1,000,000 (includingor the Dollar Equivalent thereof). To the extent that any such Incremental Term Loan Commitments are terminated or are voluntarily reduced in each case without being utilized, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.01 and 12.06), which shall survive as the amount of such Incremental Term Loan Commitments so terminated or voluntarily reduced may again be available to such repaid Bankbe obtained under Section 1.14 within the limits set forth therein.

Voluntary Termination of Revolving Commitments. (a) (I) Upon at least two Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) by any Borrower to the Administrative Agent at its the applicable Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), any Revolving Borrower shall have the right, without premium or penalty, to terminate the Total Unutilized Revolving Loan Commitment, in whole or, if in part, in integral multiples of $1,000,000, provided, provided that (i) each such reduction shall apply proportionately to permanently reduce the Revolving Loan Commitment of each Bank and (ii) the reduction to Revolving Lender. A notice of termination of the Total Unutilized Revolving Loan Commitment shall in no case be in an amount which would cause the pursuant to this Section 3.02(a), delivered by a Revolving Loan Commitment Borrower contemporaneously with a notice of any Bank to be reduced (as required by preceding clause (i)) by an amount which exceeds the remainder of (x) the Unutilized Revolving Loan Commitment of such Bank as in effect immediately before giving effect to such reduction minus (y) such Bank's Adjusted Percentage of the aggregate principal amount prepayment of all Swingline outstanding Loans then outstandingpursuant to Section 4.01(a), may state that such notice is conditioned upon the effectiveness of other credit facilities the proceeds of which will be used to refinance in full this Agreement, in which case such notice may be revoked by such Revolving Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, any such revocation shall not affect any Revolving Borrower’s obligations pursuant to Section 1.11. (bII) In the event of the refusal by a Bank to consent to a proposed change, waiver, discharge or termination with respect to any of the matters set forth in clauses (i) through (vi), inclusive, of the first proviso in Section 12.12(a) which has been approved by the Required Banks, the Borrowers shall have the right (subject to the requirements of Section 12.12(b)), upon five Upon at least two Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) by any Canadian Revolving Borrower to the Administrative Agent at the applicable Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), any Canadian Revolving Borrower shall have the right, without premium or penalty, to terminate the entire Total Unutilized Canadian Revolving Loan Commitment, in whole or, if in part, in integral multiples of C$1,000,000, provided that each such reduction shall apply proportionately to permanently reduce the Canadian Revolving Loan Commitment of each Canadian Revolving Lender. A notice of termination of the Total Unutilized Canadian Revolving Loan Commitment pursuant to this Section 3.02(a), delivered by a Canadian Revolving Borrower contemporaneously with a notice of prepayment of all outstanding Canadian Revolving Loans pursuant to Section 4.01(a), may state that 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 notice is conditioned upon the effectiveness of other credit facilities the proceeds of which will be used to refinance in full this Agreement, in which case such termination notice may be revoked by such Canadian Revolving Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, any such revocation shall not affect any Canadian Revolving Borrower’s obligations pursuant to Section 4.01(b1.11. (III) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) by an Incremental Term Loan Borrower to the Administrative Agent at the applicable Notice Office (which time Schedule I notice the Administrative Agent shall be deemed modified promptly transmit to reflect such changed amountseach of the Lenders), and at such timeIncremental Term Loan Borrower shall have the right, such Bank shall no longer constitute a "Bank" for purposes of this Agreementwithout premium or penalty, except to terminate or partially reduce the Total Incremental Term Loan Commitment under the Tranche with respect to indemnifications such Incremental Term Loan Borrower, provided that (x) any such termination or partial reduction shall apply proportionately to permanently reduce the Incremental Term Loan Commitment of each of the Lenders with such a Commitment under such Tranche and (y) any partial reduction pursuant to this Agreement Section 3.02(a)(III) shall be in integral multiples of $1,000,000 (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.01 and 12.06or the Dollar Equivalent thereof), which shall survive as to such repaid Bank.

Voluntary Termination of Revolving Commitments. (aI) Upon at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) by any Borrower to the Administrative Agent at its the applicable Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), any Borrower shall have the right, without premium or penalty, to terminate the Total Unutilized Revolving Loan Commitment, in whole or, if in part, in integral multiples of $1,000,000, provided, provided that (i) each such reduction shall apply proportionately to permanently reduce the Revolving Loan Commitment of each Bank and (ii) the reduction to Revolving Lender. A notice of termination of the Total Unutilized Revolving Loan Commitment pursuant to this Section 3.02(a), delivered by a Borrower contemporaneously with a notice of prepayment of all outstanding Loans pursuant to Section 4.01(a), may state that such notice is conditioned upon the effectiveness of other credit facilities the proceeds of which will be used to refinance in full this Agreement, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, any such revocation shall not affect any Borrower's obligations pursuant to Section 1.11. (II) Upon at least two Business Days' prior written notice (or telephonic notice promptly confirmed in no case be in writing) by an amount Incremental Term Loan Borrower to the Administrative Agent at the applicable Notice Office (which would cause notice the Revolving Administrative Agent shall promptly transmit to each of the Lenders), such Incremental Term Loan Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Incremental Term Loan Commitment under the Tranche with respect to such Incremental Term Loan Borrower, provided that (x) any such termination or partial reduction shall apply proportionately to permanently reduce the Incremental Term Loan Commitment of any Bank to be reduced (as required by preceding clause (i)) by an amount which exceeds each of the remainder of (x) the Unutilized Revolving Loan Lenders with such a Commitment of under such Bank as in effect immediately before giving effect to such reduction minus Tranche and (y) such Bank's Adjusted Percentage any partial reduction pursuant to this Section 3.02(a)(II) shall be in integral multiples of $1,000,000 (or the aggregate principal amount of all Swingline Loans then outstandingDollar Equivalent thereof). (b) In the event of the refusal by a Bank Lender to consent to a proposed change, waiver, discharge or termination with respect to any of the matters set forth in clauses (i) through (vivii), inclusive, of the first proviso in Section 12.12(a) which has been approved by the Required BanksLenders, the Borrowers shall have the right (subject to the requirements of Section 12.12(b)), upon five Business Days' prior written notice to the Administrative Agent at the applicable Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), to terminate the entire Revolving Loan Commitment and Incremental Term Loan Commitments of such BankLender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts owing to such Bank Lender (but excluding the termination of any Commitments and payment of amounts owing in respect of Loans (and related Commitments) of any Tranche maintained by such Lender, if such Commitments are not being terminated and Loans not being repaid pursuant to Section 12.12(b)) are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts), and at such time, unless the respective Lender continues to have outstanding Loans or Commitments hereunder, such Bank Lender shall no longer constitute a "BankLender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.01 and 12.06), which shall survive as to such repaid BankLender.