Common use of Optional Commitment Reductions Clause in Contracts

Optional Commitment Reductions. (a) Upon at least three Business Days' prior notice from an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or partially reduce the Total Unutilized Commitment, provided that any partial reduction pursuant to this Section 3.02(a) shall be in an amount of at least $5,000,000 or, if greater, in integral multiples of $1,000,000. Each such reduction shall apply proportionately to permanently reduce the Commitment of each Lender. (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, subject to its compliance with the requirements of Section 13.12(b), upon five Business Days' prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) terminate all of the Commitments of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts), and such Lender's Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to such repaid Lender.

Optional Commitment Reductions. (aA) Upon at least The Borrower may, from time to time upon not less than three (3) Business Days' ’ prior written or telephonic notice from an Authorized Representative of the Borrower confirmed in writing to the Administrative Agent at the Notice Office (which original written or telephonic notice the Administrative Agent shall will promptly transmit by telefacsimile or telephone to each of the Lendersapplicable Lender), the Borrower shall have the right, at any time or and from time to time, without premium time terminate in whole or penalty, to terminate or partially permanently reduce in part the Total Unutilized Commitment, Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided that (A) any such partial reduction pursuant to this Section 3.02(a) of the Revolving Commitments shall be in an aggregate minimum amount of at least $5,000,000 or, if greater, in and integral multiples of $1,000,000. Each such reduction 1,000,000 in excess of that amount, (B) the Borrower shall apply proportionately to permanently not terminate or reduce the Commitment Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of each Lenderthe Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swing Line Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (bB) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, subject to its compliance with the requirements of Section 13.12(b), upon five Business Days' prior written The Borrower’s notice to the Administrative Agent at shall designate the Notice Office date (which notice the Administrative Agent shall promptly transmit to each of the Lendersbe a Business Day) terminate all of the Commitments of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts)or reduction and the amount of any partial reduction, and such Lender's termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to such repaid Lenderthereof.

Optional Commitment Reductions. (aA) Upon at least The Borrower may, from time to time upon not less than three (3) Business Days' ’ prior written or telephonic notice from an Authorized Representative of the Borrower confirmed in writing to the Administrative Agent at the Notice Office (which original written or telephonic notice the Administrative Agent shall will promptly transmit by telefacsimile or telephone to each of the Lendersapplicable Lender), the Borrower shall have the right, at any time or and from time to time, without premium time terminate in whole or penalty, to terminate or partially permanently reduce in part the Total Unutilized Commitment, Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided that (A) any such partial reduction pursuant to this Section 3.02(a) of the Revolving Commitments shall be in an aggregate minimum amount of at least $5,000,000 or, if greater, in and integral multiples of $1,000,000. Each such reduction 1,000,000 in excess of that amount, (B) the Borrower shall apply proportionately to permanently not terminate or reduce the Commitment Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of each Lenderthe Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swing Line Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or CHAR1\1982293v2 the Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (bB) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, subject to its compliance with the requirements of Section 13.12(b), upon five Business Days' prior written The Borrower’s notice to the Administrative Agent at shall designate the Notice Office date (which notice the Administrative Agent shall promptly transmit to each of the Lendersbe a Business Day) terminate all of the Commitments of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts)or reduction and the amount of any partial reduction, and such Lender's termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to such repaid Lenderthereof.

Optional Commitment Reductions. (a) Upon at least three Business Days' prior notice from an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the The Borrower shall have the right, at any time or and from time to timetime after the Agreement Date, upon at least three (3) Business Days’ prior written notice which written notice shall be a Notice of Conversions and Continuations in substantially the form set forth on Exhibit C attached hereto, to the Administrative Agent, without premium or penalty, to terminate cancel or partially reduce permanently all or a portion of the Total Unutilized CommitmentRevolving Loan Commitment on a pro rata basis among the Lenders based on their respective Revolving Loan Commitment Ratios; provided, provided however, that any such partial reduction pursuant to this Section 3.02(a) shall be made in an amount of at least not less than $5,000,000 or, if greater, 1,000,000 and in integral multiples of not less than $1,000,000. Each As of the date of cancellation or reduction set forth in such reduction notice, the Revolving Loan Commitment shall apply proportionately be permanently reduced to permanently the amount stated in the Borrower’s notice for all purposes herein, and the Borrower shall pay to the Administrative Agent for the ratable benefit of the Lenders based on their respective Revolving Loan Commitment Ratios the amount necessary to reduce the principal amount of the Revolving Loans then outstanding, to not more than the amount of the Revolving Loan Commitment as so reduced, together with accrued interest on the amount so prepaid and commitment fees accrued through the date of each Lenderthe reduction with respect to the amount reduced. (b) In The Borrower shall have the event right, at any time and from time to time after the Agreement Date and prior to the Term Loan Commitment Termination Date, upon at least three (3) Business Days’ prior written notice which written notice shall be a Notice of Conversions and Continuations in substantially the form set forth on Exhibit C attached hereto to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a refusal by portion of the Term Loan A Commitment or Term Loan B Commitment on a Lender to consent to certain proposed changes, waivers, discharges or terminations pro rata basis and with respect to this Agreement which have been approved by a reduction of the Required Term Loan A Commitment, pro rata among the Lenders as (based on their respective Term Loan A Commitment Ratios; provided, however, that any such partial reduction shall be made in an amount not less than $1,000,000 and in integral multiples of not less than $1,000,000. As of the date of cancellation or reduction set forth in such notice, the Term Loan A Commitment and the Term Loan B Commitment shall be permanently reduced to the extent) provided amount stated in Section 13.12(b)the Borrower’s notice for all purposes herein, and the Borrower may, subject to its compliance with the requirements of Section 13.12(b), upon five Business Days' prior written notice shall pay to the Administrative Agent at for the Notice Office (which notice the Administrative Agent shall promptly transmit to each ratable benefit of the Lenders) terminate all of the Commitments of such LenderLenders based on their respective Term Loan A Commitment Ratios, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts), and such Lender's Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except or with respect to indemnifications under this Agreement (includingthe Term Loan B Lender based on the Term Loan B Commitment, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as commitment fees accrued through the date of the reduction with respect to such repaid Lenderthe amount reduced.

Optional Commitment Reductions. (a) Upon at least three Business Days' ’ prior notice from an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or partially reduce the Total Unutilized Commitment, provided that any partial reduction pursuant to this Section 3.02(a3.024.02(a) shall be in an amount of at least $5,000,000 or, if greater, in integral multiples of $1,000,000. Each such reduction shall apply proportionately to permanently reduce the Commitment of each Lender. (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, subject to its compliance with the requirements of Section 13.12(b), upon five Business Days' ’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) terminate all of the Commitments of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b4.015.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts), and such Lender's ’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and at such time, such Lender shall no longer constitute a "“Lender" ” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.101.102.10, 1.111.112.11, 2.062.063.06, 4.044.045.04, 13.01 and 13.06), which shall survive as to such repaid Lender.

Optional Commitment Reductions. The Borrower shall, by notice from a Responsible Officer, have the right from time to time but not more frequently than once each calendar month, upon not less than three (a3) Upon at least three Business Days' prior written notice from an Authorized Representative of to Agent, effective upon receipt, to permanently reduce the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative total Commitments. Agent shall promptly transmit to give each Lender, within one (1) Business Day of the Lendersreceipt of such notice, telefacsimile notice, or telephonic notice (confirmed in writing), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or partially reduce the Total Unutilized Commitment, provided that any partial reduction pursuant to this Section 3.02(a) shall be in an amount of at least $5,000,000 or, if greater, in integral multiples of $1,000,000such reduction. Each such reduction shall apply proportionately to be in the aggregate amount of $5,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining total Commitments, and shall permanently reduce the Commitment total Commitments. Each reduction of each Lender. (b) In the event total Commitments shall be accompanied by payment of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Revolving Loans to the extentextent that the principal amount of Revolving Loans outstanding, plus Non-Ratable Loans outstanding, plus Letters of Credit outstanding exceeds the lesser of (i) provided in Section 13.12(b)the total Commitments or (ii) the Borrowing Base, the Borrower may, subject after giving effect to its compliance with the requirements of Section 13.12(b), upon five Business Days' prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) terminate all of the Commitments of such Lender, so long as all Loansreduction, together with accrued and unpaid interestinterest on the amounts prepaid. No such reduction shall result in the payment of any LIBOR Rate Loans other than on the last day of the Interest Period of such LIBOR Rate Loan unless such prepayment is accompanied by amounts due, Fees and all other amountsif any, owing under Section 4.4 hereof. Notwithstanding the foregoing, if any of the Commitments are reduced at any time or times prior to such Lender are repaid concurrently the Stated Termination Date, the Borrower shall pay to the Agent in each instance, for the account of the Lenders, an early termination fee on the portion of the Commitments so reduced (the "Commitment Reduction Amount") in accordance with the effectiveness applicable provisions of such termination pursuant Section 3.2; provided, however, that the reference to Section 4.01(b) (at which time Schedule I "Maximum Revolver Amount" as used therein shall be deemed modified to reflect such changed amounts), and such Lender's Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory refer to the Administrative Agent and the respective Issuing Lenders and at such time, such Lender shall no longer constitute a "Lender" Commitment Reduction Amount for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to calculating the amount of such repaid Lenderearly termination fees.

Optional Commitment Reductions. (a) Upon at least three Business Days' prior notice from an Authorized Representative a Responsible Officer of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or partially reduce the Total Unutilized CommitmentCommitment in whole or reduce it in part, provided that any partial reduction pursuant to this Section 3.02(a) shall be ), in an amount of at least $5,000,000 or, if greater, in integral multiples multiple of $1,000,000. Each 5,000,000, provided that each such reduction shall apply proportionately to permanently reduce the Commitment of each Lender. (ba) In connection with the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges Borrower's rights under Section 1.14 or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, subject to its compliance with the requirements of Section 13.12(b), may upon five ten Business Days' prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) terminate all of the Commitments Commitment of such Lender, Lender so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts), and such Lender's Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to such repaid Lender.

Optional Commitment Reductions. The Borrower shall, by notice from an Responsible Officer, have the right from time to time but not more frequently than once each calendar month, upon not less than three (a3) Upon at least three Business Days' prior written notice from an Authorized Representative of to Agent, effective upon receipt, to permanently reduce the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative total Commitments. Agent shall promptly transmit to give each Lender, within one (1) Business Day of the Lendersreceipt of such notice, telefacsimile notice, or telephonic notice (confirmed in writing), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or partially reduce the Total Unutilized Commitment, provided that any partial reduction pursuant to this Section 3.02(a) shall be in an amount of at least $5,000,000 or, if greater, in integral multiples of $1,000,000such reduction. Each such reduction shall apply proportionately to be in the aggregate amount of $5,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining total Commitments, and shall permanently reduce the Commitment total Commitments. Each reduction of each Lender. (b) In the event total Commitments shall be accompanied by payment of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Revolving Loans to the extentextent that the principal amount of Revolving Loans outstanding, plus Non-Ratable Loans outstanding, plus Letters of Credit outstanding exceeds the lesser of (i) provided in Section 13.12(b)the total Commitments or (ii) the Borrowing Base, the Borrower may, subject after giving effect to its compliance with the requirements of Section 13.12(b), upon five Business Days' prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) terminate all of the Commitments of such Lender, so long as all Loansreduction, together with accrued and unpaid interestinterest on the amounts prepaid. No such reduction shall result in the payment of any LIBOR Rate Loans other than on the last day of the Interest Period of such LIBOR Rate Loan unless such prepayment is accompanied by amounts due, Fees and all other amountsif any, owing under Section 4.4 hereof. Notwithstanding the foregoing, if any of the Commitments are reduced at any time or times prior to such Lender are repaid concurrently the Stated Termination Date, the Borrower shall pay to the Agent in each instance, for the account of the Lenders, an early termination fee on the portion of the Commitments so reduced (the "Commitment Reduction Amount") in accordance with the effectiveness applicable provisions of such termination pursuant Section 3.2; provided, however, that the reference to Section 4.01(b) (at which time Schedule I "Maximum Revolver Amount" as used therein shall be deemed modified to reflect such changed amounts), and such Lender's Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory refer to the Administrative Agent and the respective Issuing Lenders and at such time, such Lender shall no longer constitute a "Lender" Commitment Reduction Amount for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to calculating the amount of such repaid Lenderearly termination fees.

Optional Commitment Reductions. (a) Upon at least three Business Days' ’ prior notice from an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or partially reduce the Total Unutilized Commitment, provided that any partial reduction pursuant to this Section 3.02(a4.02(a) shall be in an amount of at least $5,000,000 or, if greater, in integral multiples of $1,000,000. Each such reduction shall apply proportionately to permanently reduce the Commitment of each Lender. (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, subject to its compliance with the requirements of Section 13.12(b), upon five Business Days' ’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) terminate all of the Commitments of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b5.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts), and such Lender's ’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and at such time, such Lender shall no longer constitute a "“Lender" ” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.102.10, 1.112.11, 2.063.06, 4.045.04, 13.01 and 13.06), which shall survive as to such repaid Lender.

Optional Commitment Reductions. (a) Upon at least three Business Days' prior The Borrower shall, by notice from an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders)a Responsible Officer, the Borrower shall have the right, at any time or right from time to timetime but not more frequently than once each calendar month, without premium or penaltyupon not less than three (3) Business Days written notice to Agent, effective upon receipt, to terminate or partially permanently reduce the Total Unutilized Commitmenttotal Commitments. Agent shall give each Lender, provided that any partial reduction pursuant to this Section 3.02(awithin one (1) shall be Business Day of receipt of such notice, telefacsimile notice, or telephonic notice (confirmed in an amount writing), of at least $5,000,000 or, if greater, in integral multiples of $1,000,000such reduction. Each such reduction shall apply proportionately to be in the aggregate amount of $5,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining total Commitments, and shall permanently reduce the Commitment total Commitments. Each reduction of each Lender. (b) In the event total Commitments shall be accompanied by payment of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Revolving Loans to the extentextent that the principal amount of Revolving Loans outstanding, including Non-Ratable Loans outstanding, plus Letters of Credit outstanding exceeds the lesser of (i) provided in Section 13.12(b)the total Commitments or (ii) the Borrowing Base, the Borrower may, subject after giving effect to its compliance with the requirements of Section 13.12(b), upon five Business Days' prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) terminate all of the Commitments of such Lender, so long as all Loansreduction, together with accrued and unpaid interestinterest on the amounts prepaid. No such reduction shall result in the payment of any LIBOR Loans other than on the last day of the Interest Period of such LIBOR Loan unless such prepayment is accompanied by amounts due, Fees and all other amountsif any, owing under Section 4.4 hereof. Notwithstanding the foregoing, if any of the Commitments are reduced at any time or times prior to such Lender are repaid concurrently the Stated Termination Date, the Borrower shall pay to the Agent in each instance, for the account of the Lenders, an early termination fee on the portion of the Commitments so reduced (the “Commitment Reduction Amount”) in accordance with the effectiveness applicable provisions of such termination pursuant Section 3.2; provided, however, that the reference to Section 4.01(b) (at which time Schedule I “Maximum Revolver Amount” as used therein shall be deemed modified to reflect such changed amounts), and such Lender's Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory refer to the Administrative Agent and the respective Issuing Lenders and at such time, such Lender shall no longer constitute a "Lender" Commitment Reduction Amount for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to calculating the amount of such repaid Lenderearly termination fees.

Optional Commitment Reductions. (a) Upon at least three Business Days' ’ prior notice from an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or partially reduce the Total Unutilized Commitment, provided that any partial reduction pursuant to this Section 3.02(a) shall be in an amount of at least $5,000,000 or, if greater, in integral multiples of $1,000,000. Each such reduction shall apply proportionately to permanently reduce the Commitment of each Lender. (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, subject to its compliance with the requirements of Section 13.12(b), upon five Business Days' ’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) terminate all of the Commitments of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts), and such Lender's ’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and at such time, such Lender shall no longer constitute a "“Lender" ” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to such repaid Lender.

Optional Commitment Reductions. (a) Upon at least three Business Days' ------------------------------ prior notice from an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or partially reduce the Total Unutilized CommitmentCommitment in whole or reduce it in part, provided that any partial reduction pursuant to this Section 3.02(a) shall be ), in an amount of at least $5,000,000 or, if greater, in integral multiples multiple of $1,000,000. Each 10,000,000, provided that each such reduction shall apply proportionately to permanently -------- reduce the Commitment of each Lender. (b) In the event of a refusal certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b)Lenders, the Borrower may, subject to its compliance with the requirements of said Section 13.12(b), upon five Business Days' prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) terminate all of the Commitments Commitment of such Lender, Lender so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts), and such Lender's Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to such repaid Lender.

Optional Commitment Reductions. (a) Upon at least three Business Days' prior notice from an Authorized Representative of the Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or partially reduce the Total Unutilized CommitmentRevolving Commitment in whole or reduce it in part, provided that any partial reduction pursuant to this Section 3.02(a) shall be ), in an amount of at least $5,000,000 or, if greater, in integral multiples multiple of $1,000,000. Each 10,000,000, provided that each such reduction shall apply proportionately to permanently reduce the Revolving Commitment of each Lender. (b) In the event of a refusal certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b)Lenders, the Borrower may, subject to its compliance with the requirements of said Section 13.12(b), upon five Business Days' prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) terminate all of the Commitments entire Revolving Commitment of such Lender, Lender so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender (but excluding amounts, if any, owing in respect of any Term Loans which are maintained by such Lender, if such Term Loans are not being repaid pursuant to Section 13.12(b)) are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts), and such Lender's Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and at such time, unless the Lender continues to have outstanding Term Loans hereunder, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to such repaid Lender.