Common use of Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment Clause in Contracts

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Loan Commitment; provided that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each of the XX Xxxxx and (y) any partial reduction pursuant to this Section 3.02(a) shall be in the amount of at least $5,000,000 or any multiple of $1,000,000 in excess thereof. (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 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, due and 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 RL Percentage of the outstanding Letters of Credit (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 the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex 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, 2.05, 4.04, 11.07 and 12.01), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two Business Days' prior written notice (or telephonic tele- phonic notice promptly confirmed in writing) to the Administrative Agent at the its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Loan Commitment; provided that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each of the XX Xxxxx Banks and (y) any partial reduction pursuant to this Section 3.02(a) shall be in the amount of at least $5,000,000 or any multiple of $1,000,000 in excess thereof1,000,000. (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 the its 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 Revolving Loans, together with accrued and unpaid interest, Fees and all other amounts, due and 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 RL Percentage of the outstanding Letters of Credit (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 the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex 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, 2.05, 4.04, 11.07 12.01 and 12.0112.06), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Loan Commitment; provided that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each of the XX Xxxxx and (y) any partial reduction pursuant to this Section 3.02(a) shall be in the amount of at least $5,000,000 or any multiple of $1,000,000 in excess thereof. (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 the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), the Corporation shall have the right, at any time or from time to time, without premium or penalty, to terminate or partially reduce the entire Total Unutilized Revolving Loan Commitment; provided that any partial reduction pursuant to this Section 3.02 shall be in an amount of at least $5,000,000 or, if greater, in integral multiples of $5,000,000 thereof. Each reduction to the Total Unutilized Revolving Loan Commitment pursuant to this Section 3.02 shall apply to reduce the Revolving Loan Commitments of the various RL Lenders pro rata based on their respective RL Percentages. At the time of each reduction to the Revolving Loan Commitment of any Lender pursuant to this Section 3.02, the Corporation shall specify the amount of such reduction to apply to the various Alternate Currency Revolving Loan Sub-Commitments of such Lender and to the Non-Alternate Currency Revolving Loan Sub-Commitment of such Lender (the sum of which must equal the reduction to the Revolving Loan Commitment of such BankLender); provided that all Lenders with Alternate Currency Revolving Loan Sub-Commitments relating to a given Alternate Currency Revolving Loan Sub-Tranche shall be treated in a consistent fashion (i.e., so long as all Loanswith no reductions, together or with accrued proportionate reductions, to their respective Alternate Currency Revolving Loan Sub-Commitments) at the time of any reduction to the Total Unutilized Revolving Loan Commitment pursuant to this Section 3.02. In the absence of a designation by the Corporation pursuant to this Section 3.02, the amount of any reduction to the Revolving Loan Commitment of any Lender pursuant to this Section 3.02 shall apply (i) first, to reduce the Non-Alternate Currency Revolving Loan Sub-Commitment of the respective Lender and unpaid interest(ii) second, Fees and all other amountsto the extent in excess thereof, due and owing to such Bank are repaid concurrently with reduce the effectiveness Alternate Currency Revolving Loan Sub-Commitments of such termination pursuant to Section 4.01(b) and Lender in each case on a pro rata basis (based on the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's RL Percentage respective amounts of the outstanding Letters Alternate Currency Revolving Loan Sub-Commitments of Credit (which cash and/or Cash Equivalents shall be held by the Administrative Agent such Lender as security for the obligations of the Borrower hereunder then in respect of the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex I shall be deemed modified to reflect such changed amountseffect), 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, 2.05, 4.04, 11.07 and 12.01), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower The Corporation shall have the right, without premium (i) at any time or penaltyfrom time to time, to terminate or partially reduce the Total Unutilized Revolving Loan Commitment; provided that (xii) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each of the XX Xxxxx and (y) any partial reduction pursuant to this Section 3.02(a) shall be in the amount of if there are Eurocurrency Loans outstanding, upon at least $5,000,000 or any multiple of $1,000,000 in excess thereof. (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 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 BanksLenders), in each case, without premium or penalty, to terminate or partially reduce the entire Total Unutilized Revolving Loan Commitment; provided that any partial reduction pursuant to this Section 3.02 shall be in an amount of at least $5,000,000 or, if greater, in integral multiples of $5,000,000. Each reduction to the Total Unutilized Revolving Loan Commitment pursuant to this Section 3.02 shall apply to reduce the Revolving Loan Commitments of the various RL Lenders pro rata based on their respective RL Percentages. At the time of each reduction to the Revolving Loan Commitment of any Lender pursuant to this Section 3.02, the Corporation shall specify the amount of such reduction to apply to the various Alternate Currency Revolving Loan Sub-Commitments of such Lender and to the Domestic Dollar Revolving Loan Sub-Commitment of such Lender (the sum of which must equal the reduction to the Revolving Loan Commitment of such BankLender); provided that all Lenders with Alternate Currency Revolving Loan Sub-Commitments relating to a given Alternate Currency Revolving Loan Sub-Tranche shall be treated in a consistent fashion (i.e., so long as all Loanswith no reductions, together or with accrued proportionate reductions, to their respective Alternate Currency Revolving Loan Sub-Commitments) at the time of any reduction to the Total Unutilized Revolving Loan Commitment pursuant to this Section 3.02. In the absence of a designation by the Corporation pursuant to this Section 3.02, the amount of any reduction to the Revolving Loan Commitment of any Lender pursuant to this Section 3.02 shall apply (i) first, to reduce the Domestic Dollar Revolving Loan Sub-Commitment of the respective Lender and unpaid interest(ii) second, Fees and all other amountsto the extent in excess thereof, due and owing to such Bank are repaid concurrently with reduce the effectiveness Alternate Currency Revolving Loan Sub-Commitments of such termination pursuant to Section 4.01(b) and Lender in each case on a pro rata basis (based on the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's RL Percentage respective amounts of the outstanding Letters Alternate Currency Revolving Loan Sub-Commitments of Credit (which cash and/or Cash Equivalents shall be held by the Administrative Agent such Lender as security for the obligations of the Borrower hereunder then in respect of the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex I shall be deemed modified to reflect such changed amountseffect), 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, 2.05, 4.04, 11.07 and 12.01), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the 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 or partially reduce the Total Unutilized Revolving Loan Commitment; Commitment in whole or in part, provided that (x) any each such termination or partial reduction shall apply proportionately to proportionately and permanently reduce the Revolving Loan Commitment of each of the XX Xxxxx and Bank with such a Commitment, (y) any partial reduction pursuant to this Section 3.02(a) 3.02 shall be in the amount of at least $5,000,000 or any multiple integral multiples of $1,000,000 and (z) the reduction to the Total Unutilized Revolving Loan Commitment shall in excess thereofno case be in an amount which would cause the Revolving Loan Commitment of any Bank to be reduced (as required by the preceding clause (x)) by an amount which exceeds the Unutilized Revolving Loan Commitment of such Bank as in effect immediately before giving effect to such reduction. (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(b13.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Administrative Agent at the its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), ) to terminate the entire Revolving Loan Commitment Commitments of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, due and 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 RL Percentage of the outstanding Letters of Credit (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 the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex Schedule I shall be deemed modified to reflect such changed amounts), and at such time, 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, 2.05, 4.04, 11.07 12.06 and 12.0113.01, as the same may be limited by Section 13.15 (to the extent applicable)), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Loan Commitment; provided that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each of the XX Xxxxx Banks and (y) any partial reduction pursuant to this Section 3.02(a) shall be in the amount of at least $5,000,000 or any multiple of $1,000,000 in excess thereof1,000,000. (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 the its 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 Revolving Loans, together with accrued and unpaid interest, Fees and all other amounts, due and 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 RL Percentage of the outstanding Letters of Credit (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 the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex 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, 2.05, 4.04, 11.07 12.01 and 12.0112.06), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two three Business Days' prior written notice (or telephonic telephone notice promptly confirmed in writing) to the Administrative Agent at the its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Loan Commitment; , provided that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each of the XX Xxxxx Banks, and (y) any partial reduction pursuant to this Section 3.02(a) shall be in the amount of at least $5,000,000 or any multiple integral multiples of $1,000,000 in excess thereof1,000,000. (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, subject to obtaining the consents required by Section 12.12(b), upon five Business Days' prior written notice to the Administrative Agent at the its 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, due and owing to such Bank (including all amounts, if any, owing pursuant to Section 1.11 but excluding amounts owing in respect of Term Loans maintained by such Bank, if such Term Loans are not being repaid pursuant to Section 12.12(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 RL Percentage of the outstanding Letters of Credit (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 the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex I Schedule 1 shall be deemed modified to reflect such changed amounts), ) and at such time, unless the respective Bank continues to have outstanding Term Loans hereunder, 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, 2.05, 4.04, 11.07 12.01 and 12.0112.06), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two Business Days' Days prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the U.S. Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized A Revolving Loan Commitment and/or the Total Unutilized B Revolving Loan Commitment; provided that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the A Revolving Loan Commitment and/or the B Revolving Loan Commitment of each of the XX Xxxxx and A RL Banks or the B RL Banks, xx xxx case may bx, xxx (yx) any partial reduction pursuant to this Section 3.02(a) 3.02 shall be in the amount of at least $5,000,000 or any multiple of (i) $1,000,000 in excess thereofthe case of the Total Unutilized A Revolving Loan Commitment and (ii) E1,000,000 in the case of the Total Unutilized B Revolving Loan Commitment. (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 U.S. Borrower shall have the right, upon five Business Days' prior written notice to the Administrative Agent at the its 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, due and owing to such Bank are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) and the U.S. Borrower shall pay to the Administrative Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's A RL Percentage of the outstanding Letters of Credit (which cash and/or Cash Equivalents shall be held by the Administrative Agent as security for the obligations of the U.S. Borrower hereunder in respect of the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex 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, 2.05, 4.04, 11.07 12.01 and 12.0112.06), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Loan Commitment; , provided that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each of the XX Xxxxx and RL Lenders, (y) any partial reduction pursuant to this Section 3.02(a) shall be in the amount of at least $5,000,000 or any multiple integral multiples of $1,000,000 and (z) the reduction to the Total Unutilized Revolving Loan Commitment shall in excess thereofno case be in an amount which would cause the Revolving Loan Commitment of any RL Lender to be reduced (as required by the preceding clause (x)) by an amount which exceeds the remainder of (A) the Unutilized Revolving Loan Commitment of such RL Lender as in effect immediately before giving effect to such reduction minus (B) such RL Lender's Percentage of the aggregate principal amount of Swingline Loans then outstanding. (b) In the event of certain refusals 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(b13.12(b), the Borrower shall have the right, subject to obtaining the consents required by Section 13.12(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 BanksLenders), to terminate the entire Revolving Loan Commitment of such BankLender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, due and owing to such Bank Lender (including all amounts, if any, owing pursuant to Section 1.11 but excluding amounts owing in respect of Term Loans maintained by such Lender, if such Term Loans are not being repaid pursuant to Section 13.12(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 RL Percentage of the outstanding Letters of Credit (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 the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex I shall be deemed modified to reflect such changed amounts), ) and at such time, unless the respective Lender continues to have outstanding Term Loans 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, 2.05, 4.04, 11.07 13.01 and 12.0113.06), which shall survive as to such repaid BankLender.

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Loan Commitment; provided that (xi) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each of the XX Xxxxx and Lender with such a Commitment, (yii) any partial reduction pursuant to this Section 3.02(a) shall be in the amount of at least $5,000,000 or any multiple integral multiples of $1,000,000 and (iii) no reduction to the Total Unutilized Revolving Loan Commitment shall be in excess thereofan amount which would cause the Revolving Loan Commitment of any RL Lender to be reduced (as required by the preceding clause (i)) by an amount which exceeds the remainder of (A) the Unutilized Revolving Loan Commitment of such RL Lender as in effect immediately before giving effect to such reduction minus (B) such RL Lender's Adjusted RL Percentage of the aggregate principal amount of Swingline Loans then outstanding. (b) In the event of certain refusals 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 provided in Section 12.12(b13.12(b), the Borrower shall have the right, on or after the Term Loan Commitment Termination Date, subject to obtaining the consents required by Section 13.12(b), upon five Business Days' prior written notice to the Administrative Agent at the its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), to terminate the entire Revolving Loan Commitment of such BankLender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, due and owing to such Bank Lender (including all amounts, if any, owing pursuant to Section 1.11 but excluding amounts owing in respect of Term Loans maintained by such Lender, if such Term Loans are not being repaid pursuant to Section 13.12(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 RL Percentage of the outstanding Letters of Credit (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 the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex Schedule I shall be deemed modified to reflect such changed amounts), ) and at such time, unless the respective Lender continues to have outstanding Term Loans 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, 2.05, 4.04, 11.07 13.01 and 12.0113.06), which shall survive as to such repaid BankLender. (c) The Borrower shall not have the right to voluntarily terminate or partially reduce the Total Term Loan Commitment (or the Term Loan Commitment of any Lender).

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Paying Agent at the Notice Office (which notice the Administrative Paying Agent shall promptly transmit to each of the BanksLenders), the Borrower Corporation shall have the right, at any time or from time to time, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Loan Commitment; provided that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each of the XX Xxxxx and (y) any partial reduction pursuant to this Section 3.02(a) 3.02 shall be in the an amount of at least $5,000,000 or any multiple or, if greater, in integral multiples of $1,000,000 in excess 5,000,000 thereof. (b) In . Each reduction to the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect Total Unutilized Revolving Loan Commitment pursuant to this Agreement which have been approved by Section 3.02 shall apply to reduce the Required Banks as provided in Revolving Loan Commitments of the various RL Lenders pro rata based on their respective RL Percentages. At the time of each reduction to the Revolving Loan Commitment of any Lender pursuant to this Section 12.12(b)3.02, the Borrower Corporation shall have specify the right, upon five Business Days' prior written notice amount of such reduction to apply to the Administrative Agent at various Alternate Currency Revolving Loan Sub-Commitments of such Lender and to the Notice Office Non-Alternate Currency Revolving Loan Sub-Commitment of such Lender (the sum of which notice must equal the Administrative Agent shall promptly transmit reduction to each of the Banks), to terminate the entire Revolving Loan Commitment of such BankLender); provided that all Lenders with Alternate Currency Revolving Loan Sub-Commitments relating to a given Alternate Currency shall be treated in a consistent fashion (i.e., so long as all Loanswith no reductions, together or with accrued proportionate reductions, to their respective Alternate Currency Revolving Loan Sub-Commitments) at the time of any reduction to the Total Unutilized Revolving Loan Commitment pursuant to this Section 3.02. In the absence of a designation by the Corporation pursuant to this Section 3.02, the amount of any reduction to the Revolving Loan Commitment of any Lender pursuant to this Section 3.02 shall apply (i) first, to reduce the Non-Alternate Currency Revolving Loan Sub-Commitment of the respective Lender and unpaid interest(ii) second, Fees and all other amountsto the extent in excess thereof, due and owing to such Bank are repaid concurrently with reduce the effectiveness Alternate Currency Revolving Loan Sub-Commitments of such termination pursuant to Section 4.01(b) and the Borrower shall pay to the Administrative Agent at such time an amount Lender in cash and/or Cash Equivalents equal to such Bank's RL Percentage of the outstanding Letters of Credit (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 the outstanding Letters of Credit pursuant to each case on a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex 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, 2.05, 4.04, 11.07 and 12.01), which shall survive as to such repaid Bankpro rata basis.

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) from an Authorized Officer of the Borrower to the Administrative Agent at the its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Loan Commitment, in whole or in part; provided that (xi) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each of the XX Xxxxx Lender with such a Commitment and (yii) any partial reduction pursuant to this Section 3.02(a4.02(a) shall be in the amount of at least $5,000,000 or any multiple integral multiples of $1,000,000 in excess thereof1,000,000. (b) In the event of certain refusals 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 provided in Section 12.12(b13.01(b), the Borrower shall have the right, subject to obtaining the consents required by Section 13.01(b), upon five Business Days' ’ prior written notice to the Administrative Agent at the its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), to terminate the entire Revolving Loan Commitment of such BankLender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, due and owing to such Bank Lender (including all amounts, if any, owing pursuant to Section 2.11 but excluding amounts owing in respect of any Tranche of Incremental Term Loans maintained by such Lender, if such Tranche of Incremental Term Loans are not being repaid pursuant to Section 13.01(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 RL Percentage of the outstanding Letters of Credit (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 the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex Schedule I shall be deemed modified to reflect such changed amounts), ) and at such time, unless the respective Lender continues to have outstanding Incremental Term Loans hereunder, such Bank Lender shall no longer constitute a "Bank" “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.102.10, 1.112.11, 2.053.05, 4.045.04, 11.07 13.04, 13.05 and 12.0113.19), which shall survive as to such repaid BankLender.

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Loan Commitment; provided that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each of the XX Xxxxx and (y) any partial reduction pursuant to this Section 3.02(a) shall be in the amount of at least $5,000,000 or any multiple of $1,000,000 in excess thereof. (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 the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), the Corporation shall have the right, at any time or from time to time, without premium or penalty, to terminate or partially reduce the entire Total Unutilized Revolving Loan Commitment; provided that any partial reduction pursuant to this Section 3.02 shall be in an amount of at least $5,000,000 or, if greater, in integral multiples of $5,000,000 thereof. Each reduction to the Total Unutilized Revolving Loan Commitment pursuant to this Section 3.02 shall apply to reduce the Revolving Loan Commitments of the various RL Lenders pro rata based on their respective RL Percentages. At the time of each reduction to the Revolving Loan Commitment of any Lender pursuant to this Section 3.02, the Corporation shall specify the amount of such reduction to apply to the various Alternate Currency Revolving Loan Sub-Commitments of such Lender and to the Non-Alternate CurrencyDomestic Dollar Revolving Loan Sub-Commitment of such Lender (the sum of which must equal the reduction to the Revolving Loan Commitment of such BankLender); provided that all Lenders with Alternate Currency Revolving Loan Sub-Commitments relating to a given Alternate Currency Revolving Loan Sub-Tranche shall be treated in a consistent fashion (i.e., so long as all Loanswith no reductions, together or with accrued proportionate reductions, to their respective Alternate Currency Revolving Loan Sub-Commitments) at the time of any reduction to the Total Unutilized Revolving Loan Commitment pursuant to this Section 3.02. In the absence of a designation by the Corporation pursuant to this Section 3.02, the amount of any reduction to the Revolving Loan Commitment of any Lender pursuant to this Section 3.02 shall apply (i) first, to reduce the Non-Alternate CurrencyDomestic Dollar Revolving Loan Sub-Commitment of the respective Lender and unpaid interest(ii) second, Fees and all other amountsto the extent in excess thereof, due and owing to such Bank are repaid concurrently with reduce the effectiveness Alternate Currency Revolving Loan Sub-Commitments of such termination pursuant to Section 4.01(b) and Lender in each case on a pro rata basis (based on the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's RL Percentage respective amounts of the outstanding Letters Alternate Currency Revolving Loan Sub-Commitments of Credit (which cash and/or Cash Equivalents shall be held by the Administrative Agent such Lender as security for the obligations of the Borrower hereunder then in respect of the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex I shall be deemed modified to reflect such changed amountseffect), 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, 2.05, 4.04, 11.07 and 12.01), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the its Notice Office (which notice the Administrative Agent shall be irrevocable and shall be promptly transmit transmitted to each of the BanksBanks by the Administrative Agent), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Loan Commitment; provided that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each of the XX Xxxxx and Bank, (y) any partial reduction pursuant to this Section 3.02(a) shall be in the amount of at least $5,000,000 or 1,000,000 and (z) any multiple partial reduction to the Total Revolving Loan Commitment pursuant to this Section 3.02(a) shall apply to reduce the remaining Scheduled Commitment Reductions in direct order of $1,000,000 in excess thereofmaturity (based upon the then remaining amount of each such Scheduled Commitment Reduction). (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 the its 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 Revolving Loans, together with accrued and unpaid interest, Fees and all other amounts, due and 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 RL Percentage of the outstanding Letters of Credit (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 the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex 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, 2.05, 4.04, 11.07 12.01 and 12.0112.06), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) from an Authorized Officer of the Borrower to the Administrative Agent at the its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Loan Commitment; , in whole or in part, provided that (xi) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each of the XX Xxxxx Lender with such a Commitment and (yii) any partial reduction pursuant to this Section 3.02(a) shall be in the amount of at least $5,000,000 or any multiple integral multiples of $1,000,000 in excess thereof1,000,000. (b) In the event of certain refusals 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 provided in Section 12.12(b13.01(b), the Borrower shall have the right, subject to obtaining the consents required by Section 13.01(b), upon five Business Days' ’ prior written notice to the Administrative Agent at the its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), to terminate the entire Revolving Loan Commitment of such BankLender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, due and owing to such Bank Lender (including all amounts, if any, owing pursuant to Section 1.11 but excluding amounts owing in respect of Term Loans maintained by such Lender, if such Term Loans are not being repaid pursuant to Section 13.01(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 RL Percentage of the outstanding Letters of Credit (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 the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex Schedule I shall be deemed modified to reflect such changed amounts), ) and at such time, unless the respective Lender continues to have outstanding Term Loans hereunder, such Bank Lender shall no longer constitute a "Bank" “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 11.07 13.04, 13.05 and 12.0113.19), which shall survive as to such repaid BankLender.

Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment. (a) Upon at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), the Borrower Borrowers shall have the right, at any time or from time to time, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Loan CommitmentCommitments, in whole or in part, in integral multiples of $500,000 in the case of partial reductions to the Total Unutilized Revolving Loan Commitments; provided that (x) any each such termination or partial reduction shall apply proportionately to proportionately and permanently reduce pro rata the Revolving Loan Commitment of each of the XX Xxxxx and (y) any partial reduction pursuant to this Section 3.02(a) shall be in the amount of at least $5,000,000 or any multiple of $1,000,000 in excess thereofLender with such a Commitment. (b) In the event of certain refusals 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 provided in Section 12.12(b), the Borrower Borrowers (with the consent of the Administrative Agent) shall have the right, upon five Business Days' prior written notice to the Administrative Agent at the its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), to terminate the entire Revolving Loan Commitment of such BankLender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, due and owing to such Bank Lender (including all amounts, if any, owing pursuant to Section 1.11) are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) and the Borrower Borrowers shall pay to the Administrative Agent at such time an amount in cash and/or Cash Equivalents equal to such BankLender's RL applicable Percentage of the outstanding Letters of Credit (which cash and/or Cash Equivalents shall be held by the Administrative Agent as security for the obligations of the Borrower Borrowers hereunder in respect of the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex I shall be deemed modified to reflect such changed amounts), and at such time, such Bank Lender shall no longer constitute a "BankLender" for purposes of this Agreement, except with respect to indemnifications indemnification under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 11.07 12.01 and 12.0112.06), which shall survive as to such repaid BankLender.