Common use of Voluntary Reduction or Termination of the Revolving Commitment Clause in Contracts

Voluntary Reduction or Termination of the Revolving Commitment. (1) The Company may from time to time on at least three Business Days’ prior written notice received by the Administrative Agent (which shall promptly advise each Lender thereof) permanently reduce (i) the Facility A Revolving Commitment to an amount not less than the Facility A Revolving Credit Exposure or (ii) the Facility B Revolving Commitment to an amount not less than the Facility B Revolving Credit Exposure. Any such reduction shall be in an amount not less than $3,000,000 or a higher integral multiple of $1,000,000; provided that (i) the Facility A Revolving Commitment may not be reduced to an amount that is less than the sum of (A) the outstanding Dollar Equivalent principal amount of Facility A Revolving Loans and Swing Line Loans (after giving effect to any concurrent prepayment thereof), and (B) the Stated Amount of all Letters of Credit (plus any automatic increases to the maximum amount available for drawing thereunder) and (ii) the Facility B Revolving Commitment may not be reduced to an amount that is less than the outstanding Dollar Equivalent principal amount of Facility B Revolving Loans (after giving effect to any concurrent prepayment thereof). All reductions of the Facility A Revolving Commitment shall reduce the Facility A Revolving Commitment pro rata among the Revolving Lenders according to their respective pro rata share of the Facility A Revolving Commitments. All reductions of the Facility B Revolving Commitment shall reduce the Facility B Revolving Commitment pro rata among the Revolving Lenders according to their respective pro rata share of the Facility B Revolving Commitments. (a) The Company may at any time on at least three Business Days’ prior written notice received by the Administrative Agent (which shall promptly advise each Revolving Lender thereof) terminate (i) the Facility A Revolving Commitment upon payment in full of all Facility A Revolving Loans and Swing Line Loans and all other obligations of the Company hereunder in respect of such Facility A Revolving Loans and Swing Line Loans and Cash Collateralization in full or the provision of other Backup Support, pursuant to documentation in form and substance reasonably satisfactory to each Issuing Lender, of all obligations arising with respect to the Letters of Credit or (ii) the Facility B Revolving Commitment upon payment in full of all Facility B Revolving Loans and all other obligations of the Company hereunder in respect of such Facility B Revolving Loans. Each notice delivered by the Company pursuant to this clause (b) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the consummation of another transaction, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) Notwithstanding the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other combination of any two or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a “Combination” and each Lender which is a party to such Combination being hereinafter referred to as a “Combined Lender”), the Company may notify the Administrative Agent that it desires to reduce the Revolving Commitment of the Lender surviving such Combination (the “Surviving Lender”) to an amount equal to the Revolving Commitment of that Combined Lender which had the largest Revolving Commitment of each of the Combined Lenders party to such Combination (such largest Revolving Commitment being the “Surviving Commitment” and the Revolving Commitments of the other Combined Lenders being hereinafter referred to, collectively, as the “Retired Commitments”). If the Required Lenders (determined as set forth below) and the Administrative Agent agree to such reduction in the Surviving Lender’s Revolving Commitment, then (i) the aggregate amount of the Revolving Commitments shall be reduced by the Retired Commitments effective upon the effective date of the Combination (or such later date as the Company may specify in its request), provided, that, on or before such date the Borrowers have paid in full the outstanding principal amount of the Revolving Loans of each of the Combined Lenders other than the Combined Lender whose Revolving Commitment is the Surviving Commitment, (ii) from and after the effective date of such reduction, the Surviving Lender shall have no obligation with respect to the Retired Commitments, and (iii) the Company shall notify the Administrative Agent whether it wishes such reduction to be a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then the Company shall be responsible for finding one or more financial institutions (each, a “Replacement Lender”), acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld or delayed), willing to assume the obligations of a Lender hereunder with aggregate Revolving Commitments up to the amount of the Retired Commitments. The Administrative Agent may require the Replacement Lenders to execute such documents, instruments or agreements as the Administrative Agent deems necessary or desirable to evidence such Replacement Lenders’ agreement to become parties hereunder. For purposes of this Section 6.1.1(c), Required Lenders shall be determined as if the reduction in the aggregate amount of the Revolving Commitments requested by the Company had occurred (i.e., the Combined Lenders shall be deemed to have a single Revolving Commitment equal to the Surviving Commitment and the aggregate amount of the Revolving Commitments shall be deemed to have been reduced by the Retired Commitments).

Voluntary Reduction or Termination of the Revolving Commitment. (1a) The Company may from time to time on at least three five Business Days’ prior written notice received by the Administrative Agent (which shall promptly advise each Lender thereof) permanently reduce (i) the Facility A Revolving Commitment to an amount not less than the Facility A Revolving Credit Exposure or (ii) the Facility B Revolving Commitment to an amount not less than the Facility B Revolving Credit Exposure. Any such reduction shall be in an amount not less than $3,000,000 or a higher integral multiple of $1,000,000; provided that (i) the Facility A Revolving Commitment may not be reduced to an amount that is less than the sum of (Ai) the outstanding Dollar Equivalent principal amount of Facility A Revolving Loans and Swing Line Loans (after giving effect to any concurrent prepayment thereof), and (Bii) the Stated Amount of all Letters of Credit (plus any automatic increases to the maximum amount available for drawing thereunder) and (ii) the Facility B Revolving Commitment may not be reduced to an amount that is less than the outstanding Dollar Equivalent principal amount of Facility B Revolving Loans (after giving effect to any concurrent prepayment thereof)Credit. All reductions of the Facility A Revolving Commitment shall reduce the Facility A Revolving Commitment pro rata among the Revolving Lenders according to their respective pro rata share of the Facility A Revolving Commitments. All reductions of the Facility B Revolving Commitment shall reduce the Facility B Revolving Commitment pro rata among the Revolving Lenders according to their respective pro rata share of the Facility B Revolving Commitments. (ab) The Company may at any time on at least three five Business Days’ prior written notice received by the Administrative Agent (which shall promptly advise each Revolving Lender thereof) terminate (i) the Facility A Revolving Commitment upon payment in full of all Facility A Revolving Loans and Swing Line Loans and all other obligations of the Company hereunder in respect of such Facility A Revolving Loans and Swing Line Loans and Cash Collateralization in full or the provision of other Backup Support, pursuant to documentation in form and substance reasonably satisfactory to each Issuing Lender, of all obligations arising with respect to the Letters of Credit or (ii) the Facility B Revolving Commitment upon payment in full of all Facility B Revolving Loans and all other obligations of the Company hereunder in respect of such Facility B Revolving LoansCredit. Each notice delivered by the Company pursuant to this clause (b) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the consummation effectiveness of another transactionother credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) Notwithstanding the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other combination of any two or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a “Combination” and each Lender which is a party to such Combination being hereinafter referred to as a “Combined Lender”), the Company may notify the Administrative Agent that it desires to reduce the Revolving Commitment of the Lender surviving such Combination (the “Surviving Lender”) to an amount equal to the Revolving Commitment of that Combined Lender which had the largest Revolving Commitment of each of the Combined Lenders party to such Combination (such largest Revolving Commitment being the “Surviving Commitment” and the Revolving Commitments of the other Combined Lenders being hereinafter referred to, collectively, as the “Retired Commitments”). If the Required Lenders (determined as set forth below) and the Administrative Agent agree to such reduction in the Surviving Lender’s Revolving Commitment, then (i) the aggregate amount of the Revolving Commitments shall be reduced by the Retired Commitments effective upon the effective date of the Combination (or such later date as the Company may specify in its request), provided, that, on or before such date the Borrowers have paid in full the outstanding principal amount of the Revolving Loans of each of the Combined Lenders other than the Combined Lender whose Revolving Commitment is the Surviving Commitment, (ii) from and after the effective date of such reduction, the Surviving Lender shall have no obligation with respect to the Retired Commitments, and (iii) the Company shall notify the Administrative Agent whether it wishes such reduction to be a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then the Company shall be responsible for finding one or more financial institutions (each, a “Replacement Lender”), acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld or delayed), willing to assume the obligations of a Lender hereunder with aggregate Revolving Commitments up to the amount of the Retired Commitments. The Administrative Agent may require the Replacement Lenders to execute such documents, instruments or agreements as the Administrative Agent deems necessary or desirable to evidence such Replacement Lenders’ agreement to become parties hereunder. For purposes of this Section 6.1.1(c), Required Lenders shall be determined as if the reduction in the aggregate amount of the Revolving Commitments requested by the Company had occurred (i.e., the Combined Lenders shall be deemed to have a single Revolving Commitment equal to the Surviving Commitment and the aggregate amount of the Revolving Commitments shall be deemed to have been reduced by the Retired Commitments).

Voluntary Reduction or Termination of the Revolving Commitment. (1) The Company may from time to time on at least three five Business Days’ prior written notice received by the Administrative Agent (which shall promptly advise each Lender thereof) permanently reduce (i) the Facility A Revolving Commitment to an amount not less than the Facility A Revolving Credit Exposure or (ii) the Facility B Revolving Commitment to an amount not less than the Facility B Revolving Credit Exposure. Any such reduction shall be in an amount not less than $3,000,000 or a higher integral multiple of $1,000,000; provided that (i) the Facility A Revolving Commitment may not be reduced to an amount that is less than the sum of (Ai) the outstanding Dollar Equivalent principal amount of Facility A Revolving Loans and Swing Line Loans (after giving effect to any concurrent prepayment thereof), and (Bii) the Stated Amount of all Letters of Credit (plus any automatic increases to the maximum amount available for drawing thereunder) and (ii) the Facility B Revolving Commitment may not be reduced to an amount that is less than the outstanding Dollar Equivalent principal amount of Facility B Revolving Loans (after giving effect to any concurrent prepayment thereof)Credit. All reductions of the Facility A Revolving Commitment shall reduce the Facility A Revolving Commitment pro rata among the Revolving Lenders according to their respective pro rata share of the Facility A Revolving Commitments. All reductions of the Facility B Revolving Commitment shall reduce the Facility B Revolving Commitment pro rata among the Revolving Lenders according to their respective pro rata share of the Facility B Revolving Commitments. (a) The Company may at any time on at least three five Business Days’ prior written notice received by the Administrative Agent (which shall promptly advise each Revolving Lender thereof) terminate (i) the Facility A Revolving Commitment upon payment in full of all Facility A Revolving Loans and Swing Line Loans and all other obligations of the Company hereunder in respect of such Facility A Revolving Loans and Swing Line Loans and Cash Collateralization in full or the provision of other Backup Support, pursuant to documentation in form and substance reasonably satisfactory to each Issuing Lender, of all obligations arising with respect to the Letters of Credit or (ii) the Facility B Revolving Commitment upon payment in full of all Facility B Revolving Loans and all other obligations of the Company hereunder in respect of such Facility B Revolving LoansCredit. Each notice delivered by the Company pursuant to this clause (b) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the consummation effectiveness of another transactionother credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) Notwithstanding the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other combination of any two or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a “Combination” and each Lender which is a party to such Combination being hereinafter referred to as a “Combined Lender”), the Company may notify the Administrative Agent that it desires to reduce the Revolving Commitment of the Lender surviving such Combination (the “Surviving Lender”) to an amount equal to the Revolving Commitment of that Combined Lender which had the largest Revolving Commitment of each of the Combined Lenders party to such Combination (such largest Revolving Commitment being the “Surviving Commitment” and the Revolving Commitments of the other Combined Lenders being hereinafter referred to, collectively, as the “Retired Commitments”). If the Required Lenders (determined as set forth below) and the Administrative Agent agree to such reduction in the Surviving Lender’s Revolving Commitment, then (i) the aggregate amount of the Revolving Commitments shall be reduced by the Retired Commitments effective upon the effective date of the Combination (or such later date as the Company may specify in its request), provided, that, on or before such date the Borrowers have paid in full the outstanding principal amount of the Revolving Loans of each of the Combined Lenders other than the Combined Lender whose Revolving Commitment is the Surviving Commitment, (ii) from and after the effective date of such reduction, the Surviving Lender shall have no obligation with respect to the Retired Commitments, and (iii) the Company shall notify the Administrative Agent whether it wishes such reduction to be a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then the Company shall be responsible for finding one or more financial institutions (each, a “Replacement Lender”), acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld or delayed), willing to assume the obligations of a Lender hereunder with aggregate Revolving Commitments up to the amount of the Retired Commitments. The Administrative Agent may require the Replacement Lenders to execute such documents, instruments or agreements as the Administrative Agent deems necessary or desirable to evidence such Replacement Lenders’ agreement to become parties hereunder. For purposes of this Section 6.1.1(c), Required Lenders shall be determined as if the reduction in the aggregate amount of the Revolving Commitments requested by the Company had occurred (i.e., the Combined Lenders shall be deemed to have a single Revolving Commitment equal to the Surviving Commitment and the aggregate amount of the Revolving Commitments shall be deemed to have been reduced by the Retired Commitments).

Voluntary Reduction or Termination of the Revolving Commitment. (1a) The Company may from time to time on at least three Business Days’ prior written notice received by the Administrative Agent (which shall promptly advise each Lender thereof) permanently reduce (i) the Facility A Revolving Commitment to an amount not less than the Facility A Revolving Credit Exposure or (ii) the Facility B Revolving Commitment to an amount not less than the Facility B Revolving Credit Exposure. Any such reduction shall be in an amount not less than $3,000,000 or a higher integral multiple of $1,000,000; provided that (i) the Facility A Revolving Commitment may not be reduced to an amount that is less than the sum of (A) the outstanding Dollar Equivalent principal amount of Facility A Revolving Loans and Swing Line Loans (after giving effect to any concurrent prepayment thereof), and (B) the Stated Amount of all Letters of Credit (plus any automatic increases to the maximum amount available for drawing thereunder) and (ii) the Facility B Revolving Commitment may not be reduced to an amount that is less than the outstanding Dollar Equivalent principal amount of Facility B Revolving Loans (after giving effect to any concurrent prepayment thereof). All reductions of the Facility A Revolving Commitment shall reduce the Facility A Revolving Commitment pro rata among the Revolving Lenders according to their respective pro rata share of the Facility A Revolving Commitments. All reductions of the Facility B Revolving Commitment shall reduce the Facility B Revolving Commitment pro rata among the Revolving Lenders according to their respective pro rata share of the Facility B Revolving Commitments. (ab) The Company may at any time on at least three Business Days’ prior written notice received by the Administrative Agent (which shall promptly advise each Revolving Lender thereof) terminate (i) the Facility A Revolving Commitment upon payment in full of all Facility A Revolving Loans and Swing Line Loans and all other obligations of the Company hereunder in respect of such Facility A Revolving Loans and Swing Line Loans and Cash Collateralization in full or the provision of other Backup Support, pursuant to documentation in form and substance reasonably satisfactory to each Issuing Lender, of all obligations arising with respect to the Letters of Credit or (ii) the Facility B Revolving Commitment upon payment in full of all Facility B Revolving Loans and all other obligations of the Company hereunder in respect of such Facility B Revolving Loans. Each notice delivered by the Company pursuant to this clause (b) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the consummation of another transaction, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (bc) Notwithstanding the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other combination of any two or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a “Combination” and each Lender which is a party to such Combination being hereinafter referred to as a “Combined Lender”), the Company may notify the Administrative Agent that it desires to reduce the Revolving Commitment of the Lender surviving such Combination (the “Surviving Lender”) to an amount equal to the Revolving Commitment of that Combined Lender which had the largest Revolving Commitment of each of the Combined Lenders party to such Combination (such largest Revolving Commitment being the “Surviving Commitment” and the Revolving Commitments of the other Combined Lenders being hereinafter referred to, collectively, as the “Retired Commitments”). If the Required Lenders (determined as set forth below) and the Administrative Agent agree to such reduction in the Surviving Lender’s Revolving Commitment, then (i) the aggregate amount of the Revolving Commitments shall be reduced by the Retired Commitments effective upon the effective date of the Combination (or such later date as the Company may specify in its request), provided, that, on or before such date the Borrowers have paid in full the outstanding principal amount of the Revolving Loans of each of the Combined Lenders other than the Combined Lender whose Revolving Commitment is the Surviving Commitment, (ii) from and after the effective date of such reduction, the Surviving Lender shall have no obligation with respect to the Retired Commitments, and (iii) the Company shall notify the Administrative Agent whether it wishes such reduction to be a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then the Company shall be responsible for finding one or more financial institutions (each, a “Replacement Lender”), acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld or delayed), willing to assume the obligations of a Lender hereunder with aggregate Revolving Commitments up to the amount of the Retired Commitments. The Administrative Agent may require the Replacement Lenders to execute such documents, instruments or agreements as the Administrative Agent deems necessary or desirable to evidence such Replacement Lenders’ agreement to become parties hereunder. For purposes of this Section 6.1.1(c), Required Lenders shall be determined as if the reduction in the aggregate amount of the Revolving Commitments requested by the Company had occurred (i.e., the Combined Lenders shall be deemed to have a single Revolving Commitment equal to the Surviving Commitment and the aggregate amount of the Revolving Commitments shall be deemed to have been reduced by the Retired Commitments).