Common use of Voluntary Reductions Clause in Contracts

Voluntary Reductions. Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction (after giving effect to any prepayment thereof to be made at such time); provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that amount, and any such reduction shall proportionately and permanently reduce the Revolving Loan Commitment of each of the Lenders with such a Commitment. Borrower’s notice to Administrative Agent (who will promptly notify each applicable Lender of such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Borrower’s notice and shall reduce the amount of the Revolving Loan Commitment of each applicable Lender proportionately to its Pro Rata Share; provided, however, that Borrower may rescind any such notice under this Section 2.4(b)(i) if such notice requests a termination of all of the unused Commitments hereunder (and upon such rescission such termination shall not become effective on the date specified in such notice) if such termination would have occurred in connection with a refinancing or repayment of all of the Loans and Commitments hereunder, which refinancing or repayment shall not be consummated or shall be delayed as a result of the failure or delay in the consummation of a substantially concurrent Asset Sale or issuance and sale of Capital Stock or Indebtedness by Holdings or any of its Restricted Subsidiaries. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in Section 2.4(b)(iv). Borrower shall have the right at any time and from time to time, upon three (3) Business Days prior written notice to the Administrative Agent (or such shorter period of time agreed to by the Administrative Agent in its sole reasonable discretion), to terminate the undrawn portion of the remaining Delayed Draw Term Loan Commitments without premium or penalty and in whole or in part, any partial termination to be (i) in an amount not less than $500,000 (or such lesser amount to the extent the undrawn portion of the remaining Delayed Draw Term Loan Commitments are less than such amount) and (ii) allocated ratably among the Lenders with a Delayed Draw Term Loan Commitment.

Voluntary Reductions. Borrower mayThe Company shall have the right to terminate or permanently reduce the unused portion of the Aggregate U.S. Revolving Committed Amount, the Aggregate Japanese/Multicurrency Revolving Committed Amount and/or the Aggregate Swiss/Multicurrency Revolving Committed Amount at any time or from time to time upon not less than three five Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction (after giving effect to any prepayment thereof to be made at such time); provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that amount, and any such reduction shall proportionately and permanently reduce the Revolving Loan Commitment of each of the Lenders with such a Commitment. Borrower’s notice to Administrative Agent (who will promptly notify each applicable Lender of such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Borrower’s notice and shall reduce the amount of the Revolving Loan Commitment of each applicable Lender proportionately to its Pro Rata Share; provided, however, that Borrower may rescind any such notice under this Section 2.4(b)(i) if such notice requests a termination of all of the unused Commitments hereunder (and upon such rescission such termination shall not become effective on the date specified in such notice) if such termination would have occurred in connection with a refinancing or repayment of all of the Loans and Commitments hereunder, which refinancing or repayment shall not be consummated or shall be delayed as a result of the failure or delay in the consummation of a substantially concurrent Asset Sale or issuance and sale of Capital Stock or Indebtedness by Holdings or any of its Restricted Subsidiaries. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in Section 2.4(b)(iv). Borrower shall have the right at any time and from time to time, upon three (3) Business Days prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such shorter period reduction, which shall be in a minimum Dollar Amount of time agreed to $5,000,000 or a whole multiple of $1,000,000 (or the remaining amount of the Commitment, if less) in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent in its sole reasonable discretion)Agent, to terminate the undrawn portion provided that no such reduction or termination of the remaining Delayed Draw Term Loan Commitments without premium or penalty and in whole or in part, any partial termination to be (i) in an amount not less than $500,000 (or such lesser amount the Aggregate U.S. Revolving Committed Amount shall be permitted if after giving effect thereto, and to the extent the undrawn portion any prepayments of the remaining Delayed Draw Term Loan Commitments are less than such amount) and Loans made on the effective date thereof, the sum of the Dollar Amount of the outstanding U.S. Revolving Loans plus outstanding Swingline Loans plus LOC Obligations would exceed the Aggregate U.S. Revolving Committed Amount, (ii) allocated ratably among the Lenders with a Delayed Draw Term Loan CommitmentAggregate Japanese/Multicurrency Revolving Committed Amount shall be permitted if after giving effect thereto, and to the prepayments of the Loans made on the effective date thereof, the sum of the Dollar Amount of the outstanding Japanese/Multicurrency Revolving Loans would exceed the Aggregate Japanese/Multicurrency Revolving Committed Amount and (iii) the Aggregate Swiss/Multicurrency Revolving Committed Amount shall be permitted if after giving effect thereto, and to any prepayments of the Loans made on the effective date thereof, the sum of the Dollar Amount of outstanding Swiss/Multicurrency Revolving Loans would exceed the Aggregate Swiss/Multicurrency Revolving Committed Amount.

Voluntary Reductions. Borrower may, The Company shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than three five (5) Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction (after giving effect to any prepayment thereof to be made at such time); provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that amount, and any such reduction shall proportionately and permanently reduce the Revolving Loan Commitment of each of the Lenders with such a Commitment. Borrower’s notice to Administrative Agent (who will promptly notify each applicable Lender of such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Borrower’s notice and shall reduce the amount of the Revolving Loan Commitment of each applicable Lender proportionately to its Pro Rata Share; provided, however, that Borrower may rescind any such notice under this Section 2.4(b)(i) if such notice requests a termination of all of the unused Commitments hereunder (and upon such rescission such termination shall not become effective on the date specified in such notice) if such termination would have occurred in connection with a refinancing or repayment of all of the Loans and Commitments hereunder, which refinancing or repayment shall not be consummated or shall be delayed as a result of the failure or delay in the consummation of a substantially concurrent Asset Sale or issuance and sale of Capital Stock or Indebtedness by Holdings or any of its Restricted Subsidiaries. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in Section 2.4(b)(iv). Borrower shall have the right at any time and from time to time, upon three (3) Business Days prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such shorter period reduction which shall be in a minimum amount of time agreed to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect. Any reduction in the Revolving Committed Amount shall be applied to the Commitment of each Revolving Lender in according to its sole reasonable discretionCommitment Percentage. Subject to the conditions set forth in this Section 2.6(a), U.K. Borrower shall have the right to terminate the undrawn or permanently reduce any unused portion of the remaining Delayed Draw Term Loan Commitments without premium U.K. Borrower Sublimit; provided that (a) no such reduction or penalty termination shall be permitted if after giving effect thereto, and in whole or in partto any prepayments of the Revolving Loans made on the effective date thereof, any partial termination to the sum of the aggregate principal amount of outstanding U.K. Borrower Revolving Loans would exceed the U.K. Borrower Sublimit and (b) if the Revolving Committed Amount is reduced below the U.K. Borrower Sublimit, the U.K. Borrower Sublimit shall automatically be (i) in reduced by an amount not less than $500,000 (or such lesser amount to that the extent U.K. Borrower Sublimit equals the undrawn portion of the remaining Delayed Draw Term Loan Commitments are less than such amount) and (ii) allocated ratably among the Lenders with a Delayed Draw Term Loan CommitmentRevolving Committed Amount.

Voluntary Reductions. The Company (i) shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the U.S. Revolving Committed Amount, and (ii) the Canadian Borrower mayshall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case at any time or from time to time upon not less than three ten (10) Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which Agents (who shall notify the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction (after giving effect to any prepayment Lenders thereof to be made at such time); provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that amount, and any such reduction shall proportionately and permanently reduce the Revolving Loan Commitment as soon as practicable) of each of the Lenders with such a Commitment. Borrower’s notice to Administrative Agent (who will promptly notify each applicable Lender of such notice) shall designate the date (which shall be a Business Day) of such termination or reduction reduction, which notice shall specify the effective date thereof and the amount of any partial reduction, and such termination or reduction which shall be effective on the date specified in Borrower’s notice a minimum Dollar Amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof and shall reduce be irrevocable and effective upon receipt by the amount Agents; provided that no such reduction or termination shall be permitted if after giving effect thereto, to any prepayments of the Revolving Loan Commitment Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as of each applicable Lender proportionately the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a notice of reduction pursuant to its Pro Rata Share; provided, however, that Borrower may rescind any such notice under this Section 2.4(b)(ithat is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) if such notice requests a termination of all of the unused Commitments hereunder (and upon such rescission such termination shall not become effective on the date specified in such notice) if such termination would have occurred in connection with a refinancing or repayment of all of the Loans and Commitments hereunder, which refinancing or repayment shall not be consummated or shall be delayed as deemed to be a result of the failure or delay in the consummation of a substantially concurrent Asset Sale or issuance and sale of Capital Stock or Indebtedness by Holdings or any of its Restricted Subsidiaries. Any such voluntary permanent reduction of the U.S. Revolving Loan Commitment Committed Amount shall be applied or Canadian Revolving Committed Amount, as specified in Section 2.4(b)(iv). Borrower shall have the right at any time and from time to time, upon three (3) Business Days prior written notice to the Administrative Agent (or such shorter period of time agreed to by the Administrative Agent in its sole reasonable discretion), to terminate the undrawn portion of the remaining Delayed Draw Term Loan Commitments without premium or penalty and in whole or in part, any partial termination to be (i) in an amount not less than $500,000 (or such lesser amount to the extent the undrawn portion of the remaining Delayed Draw Term Loan Commitments are less than such amount) and (ii) allocated ratably among the Lenders with a Delayed Draw Term Loan Commitmentapplicable.

Voluntary Reductions. The Company (i) shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the U.S. Revolving Committed Amount, and (ii) the Canadian Borrower mayshall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Canadian Revolving Committed Amount, in each case at any time or from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which Agents (who shall notify the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction (after giving effect to any prepayment Lenders thereof to be made at such time); provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that amount, and any such reduction shall proportionately and permanently reduce the Revolving Loan Commitment as soon as practicable) of each of the Lenders with such a Commitment. Borrower’s notice to Administrative Agent (who will promptly notify each applicable Lender of such notice) shall designate the date (which shall be a Business Day) of such termination or reduction reduction, which notice shall specify the effective date thereof and the amount of any partial reductionsuch reduction which shall be in a minimum Dollar Amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof; provided that no such reduction or termination shall be permitted if after giving effect thereto, to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof and such to any corresponding increase in the U.S. Revolving Committed Amount or the Canadian Revolving Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a notice of reduction pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) shall be deemed to be a permanent reduction of the U.S. Revolving Committed Amount or Canadian Revolving Committed Amount, as applicable. Each notice delivered by the Company or by the Canadian Borrower pursuant to this Section 2.11(a) shall be revocable by the Company or by the Canadian Borrower, as applicable (by notice to the Agents on or prior to the proposed termination or reduction shall be effective on the date specified in Borrower’s notice and shall reduce the amount of the Revolving Loan Commitment of each applicable Lender proportionately to its Pro Rata Share; provided, however, that Borrower may rescind any such notice under this Section 2.4(b)(i) if such notice requests a termination of all of the unused Commitments hereunder (and upon such rescission such termination shall not become effective on the date specified in such notice) if such termination would have occurred in connection with a refinancing or repayment of all of the Loans and Commitments hereunder, which refinancing or repayment shall not be consummated or shall be delayed as a result of the failure or delay in the consummation of a substantially concurrent Asset Sale or issuance and sale of Capital Stock or Indebtedness by Holdings or any of its Restricted Subsidiaries. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in Section 2.4(b)(ivtherein). Borrower shall have the right at any time and from time to time, upon three (3) Business Days prior written notice to the Administrative Agent (or such shorter period of time agreed to by the Administrative Agent in its sole reasonable discretion), to terminate the undrawn portion of the remaining Delayed Draw Term Loan Commitments without premium or penalty and in whole or in part, any partial termination to be (i) in an amount not less than $500,000 (or such lesser amount to the extent the undrawn portion of the remaining Delayed Draw Term Loan Commitments are less than such amount) and (ii) allocated ratably among the Lenders with a Delayed Draw Term Loan Commitment.

Voluntary Reductions. The Company (i) shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the U.S. Revolving Committed Amount, and (ii) the Canadian Borrower mayshall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Canadian Revolving Committed Amount, in each case at any time or from time to time upon not less than three ten (10) Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which Agents (who shall notify the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction (after giving effect to any prepayment Lenders thereof to be made at such time); provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that amount, and any such reduction shall proportionately and permanently reduce the Revolving Loan Commitment as soon as practicable) of each of the Lenders with such a Commitment. Borrower’s notice to Administrative Agent (who will promptly notify each applicable Lender of such notice) shall designate the date (which shall be a Business Day) of such termination or reduction reduction, which notice shall specify the effective date thereof and the amount of any partial reduction, and such termination or reduction which shall be effective on the date specified in Borrower’s notice a minimum Dollar Amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof and shall reduce be irrevocable and effective upon receipt by the amount Agents; provided that no such reduction or termination shall be permitted if after giving effect thereto, to any prepayments of the Revolving Loan Commitment Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Canadian Revolving Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as of each applicable Lender proportionately the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a notice of reduction pursuant to its Pro Rata Share; provided, however, that Borrower may rescind any such notice under this Section 2.4(b)(ithat is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) if such notice requests a termination of all of the unused Commitments hereunder (and upon such rescission such termination shall not become effective on the date specified in such notice) if such termination would have occurred in connection with a refinancing or repayment of all of the Loans and Commitments hereunder, which refinancing or repayment shall not be consummated or shall be delayed as deemed to be a result of the failure or delay in the consummation of a substantially concurrent Asset Sale or issuance and sale of Capital Stock or Indebtedness by Holdings or any of its Restricted Subsidiaries. Any such voluntary permanent reduction of the U.S. Revolving Loan Commitment Committed Amount shall be applied or Canadian Revolving Committed Amount, as specified in Section 2.4(b)(iv). Borrower shall have the right at any time and from time to time, upon three (3) Business Days prior written notice to the Administrative Agent (or such shorter period of time agreed to by the Administrative Agent in its sole reasonable discretion), to terminate the undrawn portion of the remaining Delayed Draw Term Loan Commitments without premium or penalty and in whole or in part, any partial termination to be (i) in an amount not less than $500,000 (or such lesser amount to the extent the undrawn portion of the remaining Delayed Draw Term Loan Commitments are less than such amount) and (ii) allocated ratably among the Lenders with a Delayed Draw Term Loan Commitmentapplicable.

Voluntary Reductions. Borrower may, The Company shall have the right to terminate or permanently reduce the unused portion of the Revolving A Committed Amount and/or the Revolving B Committed Amount at any time or from time to time upon not less than three five (5) Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic noticethe Agent (which shall notify the Lenders thereofRevolving A Lenders and/or the Revolving B Lenders, as determined by Administrative Agent in its sole discretionapplicable, at any time and from time to timeas soon as practicable) of each such termination or reduction, terminate in whole which notice shall specify whether the Revolving A Committed Amount or permanently reduce in part, without premium or penaltythe Revolving B Committed Amount is being reduced, the Revolving Loan Commitment Amount in an amount up to effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 or a whole multiple of $250,000 in excess thereof and shall be irrevocable and effective upon receipt by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of Agent; provided that no such proposed reduction or termination or reduction shall be permitted if after giving effect thereto, (i) and after giving effect to any prepayment thereof to be made at such time); provided that any such partial reduction prepayments of the Revolving Loan Commitment Amount shall be in an A Loans made on the effective date thereof, the sum of the aggregate minimum principal amount of $250,000 and multiples of $50,000 in excess of that amount, and any such reduction shall proportionately and permanently reduce outstanding Revolving A Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Loan Commitment of each of the Lenders with such a Commitment. Borrower’s notice A Committed Amount then in effect and (ii) and after giving effect to Administrative Agent (who will promptly notify each applicable Lender of such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Borrower’s notice and shall reduce the amount prepayments of the Revolving Loan Commitment of each applicable Lender proportionately to its Pro Rata Share; provided, however, that Borrower may rescind any such notice under this Section 2.4(b)(i) if such notice requests a termination of all of the unused Commitments hereunder (and upon such rescission such termination shall not become effective B Loans made on the effective date specified thereof, the aggregate principal amount of outstanding Revolving B Loans would exceed the Revolving B Committed Amount then in such notice) if such termination would have occurred in connection with a refinancing or repayment of all of the Loans and Commitments hereunder, which refinancing or repayment shall not be consummated or shall be delayed as a result of the failure or delay effect. Any reduction in the consummation of a substantially concurrent Asset Sale or issuance and sale of Capital Stock or Indebtedness by Holdings or any of its Restricted Subsidiaries. Any such voluntary reduction of the Revolving Loan Commitment A Committed Amount shall be applied as specified in Section 2.4(b)(iv). Borrower shall have the right at any time and from time to time, upon three (3) Business Days prior written notice to the Administrative Agent (or such shorter period Revolving A Commitment of time agreed each Revolving A Lender in according to by its Revolving A Commitment Percentage. Any reduction in the Administrative Agent in its sole reasonable discretion), to terminate the undrawn portion of the remaining Delayed Draw Term Loan Commitments without premium or penalty and in whole or in part, any partial termination to Revolving B Committed Amount shall be (i) in an amount not less than $500,000 (or such lesser amount applied to the extent the undrawn portion Revolving B Commitment of the remaining Delayed Draw Term Loan Commitments are less than such amount) and (ii) allocated ratably among the Lenders with a Delayed Draw Term Loan Commitmenteach Revolving B Lender in according to its Revolving B Commitment Percentage.

Voluntary Reductions. The Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent, terminate, in whole or upon such lesser number of days’ prior written in part, the Aggregate Revolving Commitments, or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or time permanently reduce in part, without premium or penalty, the Aggregate Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction (after giving effect to any prepayment thereof to be made at such time)Commitments; provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that amount, and any such reduction shall proportionately and permanently reduce the Revolving Loan Commitment of each of the Lenders with such a Commitment. Borrower’s notice to Administrative Agent (who will promptly notify each applicable Lender of such noticei) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Borrower’s notice and shall reduce the amount of the Revolving Loan Commitment of each applicable Lender proportionately to its Pro Rata Share; provided, however, that Borrower may rescind any such notice under this Section 2.4(b)(i) if such notice requests a termination of all of the unused Commitments hereunder (and upon such rescission such termination shall not become effective on the date specified in such notice) if such termination would have occurred in connection with a refinancing or repayment of all of the Loans and Commitments hereunder, which refinancing or repayment shall not be consummated or shall be delayed as a result of received by the failure or delay in the consummation of a substantially concurrent Asset Sale or issuance and sale of Capital Stock or Indebtedness by Holdings or any of its Restricted Subsidiaries. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in Section 2.4(b)(iv). Borrower shall have the right at any time and from time to time, upon Administrative Agent not later than 12:00 p.m. three (3) Business Days prior written to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess; provided, that, subject to Section 3.05, any notice so given to the Administrative Agent in connection with a refinancing of all Obligations (other than contingent indemnification obligations not yet due and payable) may be conditional on the effectiveness of the replacement credit agreement or such shorter period of time agreed to other similar document and may be revoked by the Borrower if such condition is not satisfied. The Administrative Agent in its sole reasonable discretion), to terminate will promptly notify the undrawn portion Lenders of any such notice of termination or reduction of the remaining Delayed Draw Term Loan Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments without premium or penalty and in whole or in part, any partial termination to shall be (i) in an amount not less than $500,000 (or such lesser amount applied to the extent Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued with respect thereto until the undrawn portion effective date of any termination of the remaining Delayed Draw Term Loan Aggregate Revolving Commitments are less than shall be paid on the effective date of such amount) and (ii) allocated ratably among the Lenders with a Delayed Draw Term Loan Commitmenttermination.

Voluntary Reductions. Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction (after giving effect to any prepayment thereof to be made at such time); provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that amount, and any such reduction shall proportionately and permanently reduce the Revolving Loan Commitment of each of the Lenders with such a Commitment. Borrower’s notice to Administrative Agent (who will promptly notify each applicable Lender of such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Borrower’s notice and shall reduce the amount of the Revolving Loan Commitment of each applicable Lender proportionately to its Pro Rata Share; provided, however, that Borrower may rescind any such notice under this Section 2.4(b)(i) if such notice requests a termination of all of the unused Commitments hereunder (and upon such rescission such termination shall not become effective on the date specified in such notice) if such termination would have occurred in connection with a refinancing or repayment of all of the Loans and Commitments hereunder, which refinancing or repayment shall not be consummated or shall be delayed as a result of the failure or delay in the consummation of a substantially concurrent Asset Sale or issuance and sale of Capital Stock or Indebtedness by Holdings or any of its Restricted Subsidiaries. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in Section 2.4(b)(iv). The Borrower shall have the right to terminate or permanently reduce the(a) unused portion of the Revolving Committed Amount at any time and or from time to time, time upon three not less than five (35) Business Days Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such shorter period reduction which shall be in a minimum amount of time agreed $1,000,000 or a whole multiple of $1,000,000 in excess thereof and, subject to the final sentence of Section 2.7(a) below, shall be irrevocable and effective upon receipt by the Administrative Agent in its sole reasonable discretion)Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to terminate the undrawn portion any prepayments of the remaining Delayed Draw Term Loan Commitments without premium or penalty and Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in whole or effect. Any reduction in partthe Revolving Committed Amount shall be applied to the Commitment of each Revolving Lender in accordance with its Revolving Commitment Percentage. LOC Committed Amount. If the Revolving Committed Amount is reduced below the then current(b) LOC Committed Amount, any partial termination to the LOC Committed Amount shall automatically be (i) in reduced by an amount not less than $500,000 (or such lesser amount to that the extent LOC Committed Amount equals the undrawn portion of Revolving Committed Amount. Revolving Maturity Date. The Revolving Commitments and the remaining Delayed Draw Term Loan Commitments are less than such amountLOC Commitment shall(c) and (ii) allocated ratably among automatically terminate on the Lenders with a Delayed Draw Term Loan Commitment.Revolving Maturity Date. - 54-

Voluntary Reductions. The Company (i) shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Aggregate Revolving U.S. Committed Amount, and (ii) the Canadian Borrower mayshall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the Aggregate Revolving Canadian Committed Amount, in each case at any time or from time to time upon not less than three five (5) Business Days’ ' prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which Agents (who shall notify the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction (after giving effect to any prepayment Lenders thereof to be made at such time); provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that amount, and any such reduction shall proportionately and permanently reduce the Revolving Loan Commitment as soon as practicable) of each of the Lenders with such a Commitment. Borrower’s notice to Administrative Agent (who will promptly notify each applicable Lender of such notice) shall designate the date (which shall be a Business Day) of such termination or reduction reduction, which notice shall specify the effective date thereof and the amount of any partial reduction, and such termination or reduction which shall be effective on the date specified in Borrower’s notice a minimum Dollar Amount of U.S.$5,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof and shall reduce be irrevocable and effective upon receipt by the amount Agents, provided that no such reduction or termination shall be permitted if after giving effect thereto, to any prepayments of the Revolving Loan Commitment of each applicable Lender proportionately Loans and/or Swingline Loans made on the effective date thereof and to its Pro Rata Share; providedany corresponding increase in the Aggregate Revolving U.S. Committed Amount or the Aggregate Revolving Canadian Committed Amount, howeveras applicable, that Borrower may rescind any such notice under this pursuant to Section 2.4(b)(i2.9(c) if such notice requests a termination of all on the effective date thereof, (i) the aggregate principal Dollar Amount (determined as of the unused Commitments hereunder most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed Amount then in effect, (and upon such rescission such termination shall not become effective on ii) the date specified in such notice) if such termination would have occurred in connection with a refinancing or repayment of all aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and Commitments hereunder, which refinancing LOC Obligations would exceed the Aggregate U.S. Revolving Committed Amount then in effect or repayment shall (iii) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Aggregate Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a notice of reduction pursuant to this section that is not be consummated or accompanied by a simultaneous notice of election reallocate commitments pursuant to Section 2.09(c) shall be delayed as deemed to be a result of the failure or delay in the consummation of a substantially concurrent Asset Sale or issuance and sale of Capital Stock or Indebtedness by Holdings or any of its Restricted Subsidiaries. Any such voluntary permanent reduction of the Aggregate Revolving Loan Commitment U.S. Committed Amount shall be applied or Aggregate Canadian Revolving Committed Amount, as specified in Section 2.4(b)(iv). Borrower shall have the right at any time and from time to time, upon three (3) Business Days prior written notice to the Administrative Agent (or such shorter period of time agreed to by the Administrative Agent in its sole reasonable discretion), to terminate the undrawn portion of the remaining Delayed Draw Term Loan Commitments without premium or penalty and in whole or in part, any partial termination to be (i) in an amount not less than $500,000 (or such lesser amount to the extent the undrawn portion of the remaining Delayed Draw Term Loan Commitments are less than such amount) and (ii) allocated ratably among the Lenders with a Delayed Draw Term Loan Commitmentapplicable.