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

Voluntary Termination or Reduction of Commitments. (a) Upon at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Credit Commitment, PROVIDED that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Credit Commitment of each of the Revolving Banks and (y) any partial reduction pursuant to this Section 3.02 shall be in the amount of at least $500,000 and increments of $100,000 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 its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to (i) require such Bank to assign its entire Revolving Credit Commitment and all Loans, Fees and other amounts owing to such Bank to another Bank or Banks (which would agree to provide the consent refused by the assignor Bank) pursuant to subsection 12.04(b), if such other Bank or Banks consent to such assignment, or (ii) terminate the entire Revolving Credit Commitment of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's Revolving 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 or are released to the Borrower upon termination of the respective Letter of Credit) (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, 12.01 and 12.06), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Commitments. (a) Upon at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Credit Commitment, PROVIDED provided that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Credit Commitment of each of the Revolving Banks and (y) any partial reduction pursuant to this Section 3.02 shall be in the amount of at least $500,000 and increments of $100,000 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 its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to (i) require such Bank to assign its entire Revolving Credit Commitment and all Loans, Fees and other amounts owing to such Bank to another Bank or Banks (which would agree to provide the consent refused by the assignor Bank) pursuant to subsection 12.04(b), if such other Bank or Banks consent to such assignment, or (ii) terminate the entire Revolving Credit Commitment of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's Revolving 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 or are released to the Borrower upon termination of the respective Letter of Credit) (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, 12.01 and 12.06), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Commitments. (a) Upon at least two three Business Days' Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at its the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, penalty to terminate or partially reduce the Total Unutilized Revolving Credit CommitmentDelayed Draw Term Loan Commitments or the aggregate Incremental Term Loan Commitments, PROVIDED that (x) any in each case in whole, or reduce such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Credit Commitment of each of the Revolving Banks and (y) any partial reduction Commitments in part, pursuant to this Section 3.02 shall be 3.02(a), in an integral multiple of $1,000,000 in the amount case of at least $500,000 and increments partial reductions to such Commitment; provided that each such reduction shall apply proportionately to permanently reduce the respective Commitment of $100,000 in excess thereofeach Lender. (b) In the event of certain refusals a refusal by a Bank Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks Lenders as (and to the extent) provided in Section 12.12(b), the Borrower shall have may, subject to its compliance with the rightrequirements of Section 12.12(b), upon five Business Days' ’ prior written notice to the Administrative Agent at its the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to (i) require such Bank to assign its entire Revolving Credit Commitment and all Loans, Fees and other amounts owing to such Bank to another Bank or Banks (which would agree to provide the consent refused by the assignor Bank) pursuant to subsection 12.04(b), if such other Bank or Banks consent to such assignment, or (iiLenders) terminate all of the entire Revolving Credit Commitment 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 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 Revolving 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 or are released to the Borrower upon termination of the respective Letter of Credit) (at which time Annex I Schedule 1.01 shall be deemed modified to reflect such changed amounts), and at such time, such Bank Lender shall no longer constitute a "Bank" “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.102.10, 1.11, 2.052.11, 4.04, 12.01 11.06 and 12.0612.01), which shall survive as to such repaid BankLender.

Voluntary Termination or Reduction of Commitments. (a) Upon at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Credit Loan Commitment; PROVIDED, PROVIDED that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Credit Loan Commitment of each of the Revolving Banks ▇▇ ▇▇▇▇▇ and (y) any partial reduction pursuant to this Section 3.02 shall be in the amount of at least $500,000 and increments of $100,000 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 its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to (i) require such Bank to assign its entire Revolving Credit Commitment and all Loans, Fees and other amounts owing to such Bank to another Bank or Banks (which would agree to provide the consent refused by the assignor Bank) pursuant to subsection 12.04(b), if such other Bank or Banks consent to such assignment, or (ii) terminate the entire Revolving Credit Loan Commitment of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) ), and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's Revolving Percentage applicable RL Percentages of the outstanding Letters of Credit which it has a participation in (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 such outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations or are released to the Borrower upon termination of the respective Letter of Creditobligations) (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, 12.01 and 12.06), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Commitments. (a) Upon at ------------------------------------------------- least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the unutilized portion of the Total Unutilized Revolving Credit Loan Commitment, PROVIDED ; provided -------- that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Credit Loan Commitment of each of the Bank with a Revolving Banks Loan Commitment and (y) any partial reduction pursuant to this Section 3.02 shall be in the amount of at least $500,000 and increments of $100,000 in excess thereof500,000. (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 its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to (i) require such Bank to assign its entire Revolving Credit Commitment and all Loans, Fees and other amounts owing to such Bank to another Bank or Banks (which would agree to provide the consent refused by the assignor Bank) pursuant to subsection 12.04(b), if such other Bank or Banks consent to such assignment, or (ii) terminate the entire Revolving Credit Loan Commitment of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) ), and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's Revolving RL Percentage of the outstanding Letters of Credit which it has a participation in (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 such outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations or are released to the Borrower upon termination of the respective Letter of Creditobligations) (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, 12.01 and 12.06), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Commitments. (a) Upon at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce (i) the unutilized portion of the Total Unutilized Revolving Credit Loan Commitment, PROVIDED ; provided that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Credit Loan Commitment of each of the Bank with a Revolving Banks Loan Commitment and (y) any partial reduction pursuant to this Section 3.02 shall be in the amount of at least $500,000 and increments of $100,000 in excess thereof500,000. (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 its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to (i) require such Bank to assign its entire Revolving Credit Commitment and all Loans, Fees and other amounts owing to such Bank to another Bank or Banks (which would agree to provide the consent refused by the assignor Bank) pursuant to subsection 12.04(b), if such other Bank or Banks consent to such assignment, or (ii) terminate the entire Revolving Credit Loan Commitment of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) ), and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's Revolving 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 such outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations or are released to the Borrower upon termination of the respective Letter of Creditobligations) (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, 12.01 and 12.06), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Commitments. (a) Upon at least two Business Days' prior The Company may, subject to the conditions set forth in this Section 2.04, terminate in whole, or from time to time permanently reduce ratably in part, the unused portions of the Commitments upon written notice (or telephonic notice promptly confirmed in writing) request by the Company to the Administrative Agent at its Notice Office not later than 11:00 a.m. (which notice New York time) on the third Business Day immediately prior to the requested effective date of any such termination or reduction, substantially the form of Exhibit F hereto (a “Commitment Reduction Request”); provided, that (i) each partial reduction of the Commitments shall be in the aggregate amount of $5,000,000 or in an integral multiple of $1,000,000 in excess thereof, (ii) in connection with any partial reduction of the Commitments under this subsection (a), the Company shall, in accordance with subsection (d) below specify to the Administrative Agent the Commitment Segments, if any, that are required to be reduced or terminated pursuant to subsection (d) below; (iii) any reduction of the Commitments that requires a partial reduction or termination of any Commitment Segment pursuant to subsection (d) below shall be subject to the conditions precedent set forth in Section 4.02, (iv) the Commitments may not be reduced to an amount less than the Outstanding Credits, and (v) no termination or reduction of the Commitments under this subsection (a) shall be effective unless and until the Administrative Agent shall promptly transmit to each of have received all amounts payable by the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Credit Commitment, PROVIDED that Company under Sections 9.04(b) and (xd) any in connection with such termination or partial reduction shall apply to proportionately and permanently reduce reduction. Each Commitment Reduction Request delivered by the Revolving Credit Commitment of each of the Revolving Banks and (y) any partial reduction pursuant to this Section 3.02 Company shall be in the amount of at least $500,000 and increments of $100,000 in excess thereofirrevocable. (b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to (i) require such Bank to assign its entire Revolving Credit Commitment and all Loans, Fees and other amounts owing to such Bank to another Bank or Banks (which would agree to provide the consent refused by the assignor Bank) pursuant to subsection 12.04(b), if such other Bank or Banks consent to such assignment, or (ii) terminate the entire Revolving Credit Commitment of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's Revolving 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 or are released to the Borrower upon termination of the respective Letter of Credit) (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, 12.01 and 12.06), which shall survive as to such repaid Bank.