Common use of Voluntary Termination or Reduction of Unutilized Commitments Clause in Contracts

Voluntary Termination or Reduction of Unutilized Commitments. (a) Upon at least three Business Days’ prior notice to the Administrative Agent at its 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 or reduce the unutilized Total Commitment, in whole or in part, in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in the case of partial reductions thereto, provided that each such reduction shall apply proportionately to permanently reduce the Commitment of each Lender. (b) In the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, subject to the requirements of said Section 13.12(b) and upon five Business Days’ written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), terminate the entire Commitment of such Lender so long as all Loans, together with accrued and unpaid interest, Commitment Commission and all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such termination (at which time Schedule I shall be deemed modified to reflect such changed amounts), and at such time such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.09, 1.10, 3.04, 13.01 and 13.06), which shall survive as to such repaid Lender. To the extent such Lender has not been replaced by a Replacement Lender in accordance with Section 13.12(b)(A), the Total Commitment shall be permanently reduced by an amount equal to the Commitment of such Lender.

Voluntary Termination or Reduction of Unutilized Commitments. (a) Upon at least three Business Days’ prior notice to the Administrative Agent at its 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 or reduce the unutilized Total Commitment, in whole or in part, in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in the case of partial reductions thereto, provided that each such reduction shall apply proportionately to permanently reduce the Commitment of each Lender. (b) In the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, subject to the requirements of said Section 13.12(b) and upon five Business Days’ written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), terminate the entire Commitment of such Lender so long as all Loans, together with accrued and unpaid interest, Commitment Commission and all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such termination (at which time Schedule I shall be deemed modified to reflect such changed amounts), and at such time such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.09, 1.10, 3.043.05, 13.01 and 13.06), which shall survive as to such repaid Lender. To the extent such Lender has not been replaced by a Replacement Lender in accordance with Section 13.12(b)(A), the Total Commitment shall be permanently reduced by an amount equal to the Commitment of such Lender.

Voluntary Termination or Reduction of Unutilized Commitments. (a) Upon at least three Business Days’ prior notice from an Authorized Officer of the Borrowers to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), 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 unutilized Total Unutilized Revolving Loan Commitment or Total Unutilized Acquisition Loan Commitment, in whole or in part, in provided that (i) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment or the Acquisition Loan Commitment, as applicable, of each Lender with such a minimum amount of $5,000,000 Commitment and (ii) any partial reduction pursuant to this Section 4.2(a) shall be in integral multiples of $1,000,000 in the case of partial reductions thereto, provided that each such reduction shall apply proportionately to permanently reduce the Commitment of each Lender1,000,000. (b) In the event of certain refusals a refusal by a Lender as provided in Section 13.12(b) to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lendersrequisite Lenders in accordance with Section 13.1(a), the Borrower mayBorrowers shall have the right, subject to obtaining the requirements of said consents required by Section 13.12(b) and 13.1(b), 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 Lenders), to terminate the entire Revolving Loan Commitment of such Lender Lender, so long as all Loans, together with accrued and unpaid interest, Commitment Commission Fees and all other amounts, if any, then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11 but excluding amounts owing in respect of Acquisition Loans maintained by such Lender, if such Acquisition Loans are not being repaid pursuant to Section 13.1(b)) are repaid concurrently with the effectiveness of such termination (at which time Schedule I shall be deemed modified to reflect such changed amounts), ) and at such time time, unless the respective Lender continues to have outstanding Acquisition Loans hereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnification provisions indemnifications under this Agreement (including, without limitation, Sections 1.092.10, 1.102.11, 3.043.5, 13.01 5.4, 13.4, 13.5 and 13.0613.19), which shall survive as to such repaid Lender. To the extent such Lender has not been replaced by a Replacement Lender in accordance with Section 13.12(b)(A), the Total Commitment shall be permanently reduced by an amount equal to the Commitment of such Lender.

Voluntary Termination or Reduction of Unutilized Commitments. (a) Upon With the prior written consent of the Administrative Agent (although such consent shall not be required in the event of a termination of the Total Commitment and the repayment in full of all Obligations) and upon at least three Business Days’ ' prior notice to the Administrative Agent at its the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Initial A Term Loan Commitment, PROVIDED that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Initial A Term Loan Commitment of each of the Lenders with such a Commitment and (y) any partial reduction pursuant to this Section 3.02(a) shall be in integral multiples of $500,000. (b) Upon at any time or from time least three Business Days' prior notice to timethe 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, without premium or penalty, to terminate or partially reduce the unutilized Total Unutilized Revolving Loan Commitment, in whole PROVIDED that (x) any such termination or in partpartial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each of the RL Lenders, in a minimum amount of $5,000,000 and (y) any partial reduction pursuant to this Section 3.02(b) shall be in integral multiples of $1,000,000 500,000 and (z) the reduction to the Total Unutilized Revolving Loan Commitment shall in no case be in an amount which would cause the case 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 RL Percentage of the aggregate principal amount of Swingline Loans then outstanding. (c) Upon at least three Business Days' prior 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, without premium or penalty, to terminate or partially reduce the Total Unutilized Acquisition Loan Commitment, PROVIDED that (x) any such termination or partial reductions thereto, provided that each such reduction shall apply to proportionately to and permanently reduce the Acquisition Loan Commitment of each Lenderof the AL Lenders and (y) any partial reduction pursuant to this Section 3.02(c) shall be in integral multiples of $500,000. (bd) In the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required LendersLenders as (and to the extent) provided in Section 13.12(b), the Borrower mayshall have the right, subject to obtaining the requirements of said consents required by Section 13.12(b) and ), 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 Lenders), to terminate the entire Revolving Loan Commitment and Acquisition Loan Commitment of such Lender Lender, so long as all Loans, together with accrued and unpaid interest, Commitment Commission Fees and all other amounts, owing to such 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 (at which time Schedule Annex I shall be deemed modified to reflect such changed amounts), ) and at such time time, unless the respective Lender continues to have outstanding Term Loans hereunder, such Lender shall no longer constitute a “"Lender” " for purposes of this Agreement, except with respect to indemnification provisions indemnifications under this Agreement (including, without limitation, Sections 1.09, 1.10, 3.041.11, 2.05, 4.04, 13.01 and 13.06), which shall survive as to such repaid Lender. To the extent such Lender has not been replaced by a Replacement Lender in accordance with Section 13.12(b)(A), the Total Commitment shall be permanently reduced by an amount equal to the Commitment of such Lender.