Common use of Voluntary Clause in Contracts

Voluntary. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments without premium or penalty (except those amounts payable by the Borrower under Section 3.05 which shall be paid by the Borrower); provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or otherwise shall be delayed (subject to payment by the Borrower of amounts owed under Section 3.05 occurring as a result of such notice).

Voluntary. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments without premium or penalty (except those amounts payable by the Borrower under Section 3.05 which shall be paid by the Borrower)Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days (or such shorter period agreed to by Administrative Agent in writing) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate CommitmentsAvailable Loan Amount, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such then the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. The amount Administrative Agent will promptly notify the Lenders of any such Commitment notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall not otherwise be applied to the Letter Commitment of Credit Sublimit or each Lender according to its Applicable Percentage. All fees accrued until the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone effective date of any notice of termination of the Aggregate Commitments if such termination would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or otherwise shall be delayed (subject to payment by paid on the Borrower of amounts owed under Section 3.05 occurring as a result effective date of such notice)termination.

Voluntary. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments without premium or penalty (except those amounts payable by the Borrower under Section 3.05 which shall be paid by the Borrower)Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days (or such shorter period agreed to by Administrative Agent in writing) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate CommitmentsAvailable Loan Amount, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, then such Sublimit shall be automatically reduced by the amount of such excess. The amount Administrative Agent will promptly notify the Lenders of any such Commitment notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall not otherwise be applied to the Letter Commitment of Credit Sublimit or each Lender according to its Applicable Percentage. All fees accrued until the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone effective date of any notice of termination of the Aggregate Commitments if such termination would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or otherwise shall be delayed (subject to payment by paid on the Borrower of amounts owed under Section 3.05 occurring as a result effective date of such notice)termination.

Voluntary. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments without premium Revolving Credit Facility, the Letter of Credit Sublimit or penalty (except those amounts payable by the Borrower under Section 3.05 which shall be paid by the Borrower)Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, and (ivB) the Letter of Credit Sublimit if, after giving effect to any reduction thereto, the Outstanding Amount of the Aggregate Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or and (C) the Swing Line Sublimit exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the amount Outstanding Amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or Swing Line Loans would exceed the Swing Line Sublimit unless otherwise specified Sublimit. A notice delivered by the Borrower. Notwithstanding Borrower pursuant to this Section 2.06 may state that such notice is conditioned upon the foregoingeffectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or the consummation of another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided that upon such revocation, the Borrower may rescind or postpone shall compensate the Lenders for any actions the Lenders have taken in reliance upon such notice of termination of to the Commitments if such termination would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or otherwise shall be delayed (subject to payment extent required by the Borrower terms of amounts owed under Section 3.05 occurring as a result of such notice)3.05.

Voluntary. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments without premium or penalty (except those amounts payable by the Borrower under Section 3.05 which shall be paid by the Borrower)Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, Commitments and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess; provided, further, that any such notice may state that such notice is conditioned upon effectiveness of other financing or the occurrence of other events, in which case such notice may be revoked by the Borrower by notice to the Administrative Agent on or prior to the date specified therein if such condition is not satisfied. The amount Administrative Agent will promptly notify the Lenders of any such Commitment notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall not otherwise be applied to the Letter Commitment of Credit Sublimit or each Lender according to its Applicable Percentage. All fees accrued until the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone effective date of any notice of termination of the Aggregate Commitments if such termination would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or otherwise shall be delayed (subject to payment by paid on the Borrower of amounts owed under Section 3.05 occurring as a result effective date of such notice)termination.

Voluntary. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments without premium or penalty (except those amounts payable by the Borrower under Section 3.05 which shall be paid by the Borrower)Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, Commitments and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess; provided, further, that any such notice may state that such notice is conditioned upon effectiveness of other financing or the occurrence of other events, in which case such notice may be revoked by the Borrower by notice to the Administrative Agent on or prior to the date specified therein if such condition is not satisfied. The amount Administrative Agent will promptly notify the Lenders of any such Commitment notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall not otherwise be applied to the Letter Commitment of Credit Sublimit or each Lender according to its Applicable Percentage. All fees accrued until the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone effective date of any notice of termination of the Aggregate Commitments if such termination would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or otherwise shall be delayed (subject to payment by paid on the Borrower of amounts owed under Section 3.05 occurring as a result effective date of such notice).termination. 63

Voluntary. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments without premium or penalty (except those amounts payable by the Borrower under Section 3.05 which shall be paid by the Borrower); provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a CREDIT AGREEMENT – Page 42 refinancing of this Agreement, which refinancing shall not be consummated or otherwise shall be delayed (subject to payment by the Borrower of amounts owed under Section 3.05 occurring as a result of such notice).

Voluntary. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments without premium or penalty (except those amounts payable by the Borrower under Section 3.05 which shall be paid by the Borrower)Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, Commitments and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess; provided, further, that any such notice may state that such notice is conditioned upon effectiveness of other financing or the occurrence of other events, in which case such notice may be revoked by the Borrower by notice to the Administrative Agent on or prior to the date specified therein if such condition is not satisfied. The amount Administrative Agent will promptly notify the Lenders of any such Commitment notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall not otherwise be applied to the Letter Commitment of Credit Sublimit or each Lender according to its Applicable Percentage. All fees accrued until the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone effective date of any notice of termination of the Aggregate Commitments if such termination would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or otherwise shall be delayed (subject to payment by paid on the Borrower of amounts owed under Section 3.05 occurring as a result effective date of such notice).termination. 72

Voluntary. The Borrower mayWithout premium or penalty, and upon giving not less than ten (10) Business Days prior written and irrevocable notice to the Administrative Agent, Borrower may permanently terminate in whole or in part the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments without premium or penalty (except those amounts payable by the Borrower under Section 3.05 which shall be paid by the Borrower)Total Commitment; provided that that: (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of each partial termination or reduction, (ii) any such partial reduction shall be in an aggregate the amount of $10,000,000 5,000,000 or any whole a greater integral multiple of $1,000,000 in excess thereof, 1,000,000; (iiib) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, amount of the Total Outstandings would exceed Commitment may not be reduced below the Aggregate Commitments, and Total Outstandings; (ivc) if, after giving effect to any reduction of the Aggregate CommitmentsTotal Commitment pursuant to this Section 2.3(a), the Letter of Credit Sublimit or the Swing Line Sublimit exceeds fifty percent (50%) of the amount of the Aggregate CommitmentsTotal Commitment, such the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment ; and (d) each reduction shall not otherwise be applied to the Letter allocated Pro Rata among Lenders in accordance with their respective Pro Rata Parts. Promptly after receipt of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any such notice of termination or reduction, Administrative Agent shall notify each Lender of the Commitments if such proposed termination would have resulted from a refinancing or reduction. Such termination or partial reduction of this Agreement, which refinancing shall not be consummated or otherwise the Total Commitment shall be delayed effective on the Business Day specified in Borrower’s notice (subject to payment by the Borrower of amounts owed under Section 3.05 occurring as a result which date must be at least ten (10) Business Days after Borrower’s delivery of such notice). In the event that the Total Commitment is reduced to zero and there is no outstanding Principal Debt or L/C Obligations, this Agreement shall be terminated to the extent specified in Section 13.14, and all facility fees and other fees then earned and unpaid hereunder and all other amounts of the Obligation then due and owing shall be immediately due and payable, without notice or demand by any Credit Party.

Voluntary. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments without premium or penalty (except those amounts payable by the Borrower under Section 3.05 which shall be paid by the Borrower); provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or otherwise shall be delayed (subject to payment by the Borrower of amounts owed under Section 3.05 occurring as a result of such notice).. CREDIT AGREEMENT – Page 50

Voluntary. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments without premium or penalty (except those amounts payable by the Borrower under Section 3.05 which shall be paid by the Borrower); provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a CREDIT AGREEMENT – Page 41 refinancing of this Agreement, which refinancing shall not be consummated or otherwise shall be delayed (subject to payment by the Borrower of amounts owed under Section 3.05 occurring as a result of such notice).