Common use of Optional Termination or Reduction of Commitments (Pro rata) Clause in Contracts

Optional Termination or Reduction of Commitments (Pro rata). The Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments in whole or in part (in minimum aggregate amounts of $1,000,000 or any whole multiple of $500,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence of an event to the extent specified in such notice); provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash Collateralized) to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro rata based upon their respective Revolving Commitment Percentages. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.

Optional Termination or Reduction of Commitments (Pro rata). The Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments in whole or in part (in minimum aggregate amounts of $1,000,000 or any whole multiple of $500,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three five Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence receipt of an event other financing to the extent specified in such notice); provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash Collateralized) to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro rata based upon their respective Revolving Commitment Percentages. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.

Optional Termination or Reduction of Commitments (Pro rata). The Each Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments Amount, as applicable, in whole or in part (in minimum aggregate amounts of $1,000,000 or any whole multiple of $500,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three five Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence receipt of an event other financing to the extent specified in such notice); provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash Collateralized) to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the a Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro rata based upon their respective Revolving Commitment Percentages. The applicable Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.

Optional Termination or Reduction of Commitments (Pro rata). The Each Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments Amount, as applicable, in whole or in part (in minimum aggregate amounts of $1,000,000 5,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three Business Days’ prior ); provided that written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence receipt of an event other financing to the extent specified in such notice)) shall be received by the Administrative Agent not later than 11:00 A.M. five Business Days prior to the date of reduction or termination; provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash Collateralized) to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the a Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro rata based upon their respective Revolving Commitment Percentages. The applicable Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.

Optional Termination or Reduction of Commitments (Pro rata). The Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments in whole or in part (in minimum aggregate amounts of $1,000,000 2,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three five Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence of an event to the extent specified in such notice)Agent; provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash CollateralizedCollateralized or paid, as the case may be) to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro pro-rata based upon their respective Revolving Commitment Percentages. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.

Optional Termination or Reduction of Commitments (Pro rata). The Each Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments Amount, as applicable, in whole or in part (in minimum aggregate amounts of $1,000,000 5,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three Business Days’ prior ); provided that written or telecopy notice to the Administrative Agent (which notice may be conditional on the receipt of other financing or the occurrence of an some other identifiable event or condition to the extent specified in such notice)) shall be received by the Administrative Agent not later than 11:00 A.M. five Business Days prior to the date of reduction or termination; provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash Collateralized) to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the a Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro rata based upon their respective Revolving Commitment Percentages. The applicable Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.

Optional Termination or Reduction of Commitments (Pro rata). The Borrower may may, without premium or penalty, from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments in whole or in part (in minimum aggregate amounts of $1,000,000 or any whole multiple in integral multiples of $500,000 100,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three one Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence of an event to the extent specified in such notice)Agent; provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced, reduced unless, concurrently with such termination or reduction, the Revolving Loans are repaid (or, if no Revolving Loans are outstanding, the Swingline Loans are repaid and, after the Revolving Swingline Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C LC Obligations are Cash Collateralized) Collateralized to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro pro-rata based upon their respective Revolving Commitment Percentages. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.

Optional Termination or Reduction of Commitments (Pro rata). The Borrower may from time to time permanently reduce or terminate the Domestic Revolving Committed Amount or Incremental and/or the Multi-Currency Revolving Commitments Committed Amount in whole or in part (in minimum aggregate amounts Dollar Amounts of $1,000,000 or any whole multiple in integral multiples of $500,000 1,000,000 in excess thereof thereof, (or, if less, the full remaining amount of the then applicable Domestic Revolving Committed Amount and/or the Multi-Currency Revolving Committed Amount)) upon three two Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence of an event to the extent specified in such notice)Agent; provided, however, that no such termination or reduction shall be made which would cause (i) the Domestic Revolving Outstandings to exceed the Domestic Revolving Committed Amount as so reduced, (ii) the Multi-Currency Revolving Outstandings to exceed the Multi-Currency Revolving Committed Amount as so reduced or (iii) the Aggregate Revolving Outstandings to exceed the Aggregate Revolving Committed Amount, as so reduced unless, concurrently with such termination or reduction, the Revolving Loans of the applicable Class are repaid (andor, after if no Loans of the Revolving Loans have been paid in fullapplicable Class are outstanding, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C LC Obligations are Cash Collateralized) Collateralized to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Domestic Revolving Committed Amount, and/or the Multi-Currency Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro of the applicable Class pro-rata based upon their respective Domestic Revolving Commitment Percentages or Multi-Currency Revolving Commitment Percentages, as applicable. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Domestic Revolving Committed Amount and/or the Multi-Currency Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Domestic Revolving Committed Amount, and/or the Multi-Currency Revolving Committed Amount so terminated or reduced.

Optional Termination or Reduction of Commitments (Pro rata). The TheEach Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments Amount, as applicable, in whole or in part (in minimum aggregate amounts of $1,000,000 or any whole multiple of $500,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three five Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence receipt of an event other financing to the extent specified in such notice); provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash Collateralized) to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the thea Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro rata based upon their respective Revolving Commitment Percentages. The applicable Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.

Optional Termination or Reduction of Commitments (Pro rata). The Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments in whole or in part (in minimum aggregate amounts of $1,000,000 2,000,000 or any whole multiple of $500,000 in excess thereof , in the case of Dollar Revolving Loans, or in minimum aggregate amounts of €2,000,000 or any whole multiple of €500,000 in excess thereof, in the case of Foreign Currency Revolving Loans (or, in each case, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three five Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence of an event to the extent specified in such notice)Agent; provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount or cause the Foreign Currency Revolving Outstandings to exceed the Maximum Foreign Currency Sublimit as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash Collateralized) to the extent necessary to eliminate such excess. The Administrative Agent ; provided, further, that the Maximum Foreign Currency Sublimit shall promptly notify each affected Lender of the receipt by the Administrative Agent of be reduced ratably at any notice from the Borrower time that Revolving Commitments are terminated pursuant to this Section 2.10(a). Any partial reduction 2.10, such that the Maximum Foreign Currency Sublimit shall not exceed 50% of the aggregate Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro rata based upon their respective Revolving Commitment PercentagesAmount. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro-rata based upon their respective Revolving Commitment Percentages; provided that (A) any such termination or reduction shall apply proportionately and permanently to reduce the Revolving Commitments of each of the Revolving Lenders, except that, notwithstanding the foregoing, in connection with the establishment on any date of any New Revolving Commitments pursuant to Section 2.15, the Revolving Commitments of any one or more Lenders providing any such New Revolving Commitments on such date shall be reduced in an amount equal to, greater than or less than (as determined by the Borrower and such Lender) the amount of the New Revolving Commitments provided on such date (provided that (x) after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the Revolving Exposure of any such Lender does not exceed the Revolving Commitment and (y) in connection with any such non-pro rata termination or reduction, to the extent necessary, the participations hereunder in outstanding Letters of Credit and Swing Line Loans may be required to be reallocated and related loans outstanding prepaid and then reborrowed, in each case in the manner contemplated by Section 2.15(f)(ii) (as modified to account for a termination or reduction, as opposed to an increase, of the Revolving Commitments); provided, further, that the Maximum Foreign Currency Sublimit shall be reduced ratably at any time that Revolving Commitments are terminated pursuant to this Section 2.16, such that the Maximum Foreign Currency Sublimit shall not exceed 50% of the aggregate Revolving Committed Amount.

Optional Termination or Reduction of Commitments (Pro rata). The Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments in whole or in part (in minimum aggregate amounts of $1,000,000 2,000,000 or any whole multiple of $500,000 in excess thereof , in the case of Dollar Revolving Loans, or in minimum aggregate amounts of €2,000,000 or any whole multiple of €500,000 in excess thereof, in the case of Foreign Currency Revolving Loans (or, in each case, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three five Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence of an event to the extent specified in such notice)Agent; provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount or cause the Foreign Currency Revolving Outstandings to exceed the Maximum Foreign Currency Sublimit as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash Collateralized) to the extent necessary to eliminate such excess. The Administrative Agent ; provided, further, that the Maximum Foreign Currency Sublimit shall promptly notify each affected Lender of the receipt by the Administrative Agent of be reduced ratably at any notice from the Borrower time that Revolving Commitments are terminated pursuant to this Section 2.10(a). Any partial reduction 2.10, such that the Maximum Foreign Currency Sublimit shall not exceed 50% of the aggregate Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro rata based upon their respective Revolving Commitment PercentagesAmount. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro-rata based upon their respective Revolving Commitment Percentages; provided that (A) any such termination or reduction shall apply proportionately and permanently to reduce the Revolving Commitments of each of the Revolving Lenders, except that, notwithstanding the foregoing, in connection with the establishment on any date of any New Revolving Commitments pursuant to Section 2.15, the Revolving Commitments of any one or more Lenders providing any such New Revolving Commitments on such date shall be reduced in an amount equal to, greater than or less than (as determined by the Borrower and such Lender) the amount of the New Revolving Commitments provided on such date (provided that (x) after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the Revolving Exposure of any such Lender does not exceed the Revolving Commitment and (y) in connection with any such non-pro rata termination or reduction, to the extent necessary, the participations hereunder in outstanding Letters of Credit and Swing Line Loans may be required to be reallocated and related loans outstanding prepaid and then reborrowed, in each case in the manner contemplated by Section 2.15(f)(ii) (as modified to account for a termination or reduction, as opposed to an increase, of the Revolving Commitments) ; provided, further, that the Maximum Foreign Currency Sublimit shall be reduced ratably at any time that Revolving Commitments are terminated pursuant to this Section 2.16, such that the Maximum Foreign Currency Sublimit shall not exceed 50% of the aggregate Revolving Committed Amount.

Optional Termination or Reduction of Commitments (Pro rata). The Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments in whole or in part (in minimum aggregate amounts of $1,000,000 or any whole multiple in integral multiples of $500,000 100,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three two Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence of an event to the extent specified in such notice)Agent; provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced, reduced unless, concurrently with such termination or reduction, the Revolving Loans are repaid (or, if no Revolving Loans are outstanding, the Swingline Loans are repaid and, after the Revolving Swingline Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C LC Obligations are Cash Collateralized) Collateralized to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro pro-rata based upon their respective Revolving Commitment PercentagesPercentages (and pro rata to the R-1 Revolving Commitments and R-2 Revolving Commitments of Revolving Lenders based on the respective amounts thereof, it being understood that in no event shall Borrower be permitted to voluntarily reduce or terminate one Class of Revolving Commitments versus another Class of Revolving Commitments). The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.

Optional Termination or Reduction of Commitments (Pro rata). The Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments in whole or in part (in minimum aggregate amounts of $1,000,000 2,000,000 or any whole multiple of $500,000 in excess thereof , in the case of Dollar Revolving Loans, or in minimum aggregate amounts of €2,000,000 or any whole multiple of €500,000 in excess thereof, in the case of Foreign Currency Revolving Loans (or, in each case, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three five Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence of an event to the extent specified in such notice)Agent; provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount or cause the Foreign Currency Revolving Outstandings to exceed the Maximum Foreign Currency Sublimit as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash Collateralized) to the extent necessary to eliminate such excess. The Administrative Agent ; provided, further, that the Maximum Foreign Currency Sublimit shall promptly notify each affected Lender of the receipt by the Administrative Agent of be reduced ratably at any notice from the Borrower time that Revolving Commitments are terminated pursuant to this Section 2.10(a). Any partial reduction 2.10, such that the Maximum Foreign Currency Sublimit shall not exceed 50% of the aggregate Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro rata based upon their respective Revolving Commitment PercentagesAmount. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro-rata based upon their respective Revolving Commitment Percentages; provided that (A) any such termination or reduction shall apply proportionately and permanently to reduce the Revolving Commitments of each of the Revolving Lenders, except that, notwithstanding the foregoing, in connection with the establishment on any date of any New Revolving Commitments pursuant to Section 2.15, the Revolving Commitments of any one or more Lenders providing any such New Revolving Commitments on such date shall be reduced in an amount equal to, greater than or less than (as determined by the Borrower and such Lender) the amount of the New Revolving Commitments provided on such date; provided that (x) after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the Revolving Exposure of any such Lender does not exceed the Revolving Commitment and (y) in connection with any such non-pro rata termination or reduction, to the extent necessary, the participations hereunder in outstanding Letters of Credit and Swing Line Loans may be required to be reallocated and related loans outstanding prepaid and then reborrowed, in each case in the manner contemplated by Section 2.15(f)(ii) (as modified to account for a termination or reduction, as opposed to an increase, of the Revolving Commitments); provided, further, that the Maximum Foreign Currency Sublimit shall be reduced ratably at any time that Revolving Commitments are terminated pursuant to this Section 2.10(a), such that the Maximum Foreign Currency Sublimit shall not exceed 50% of the aggregate Revolving Committed Amount.

Optional Termination or Reduction of Commitments (Pro rata). The Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments in whole or in part (in minimum aggregate amounts of $1,000,000 or any whole multiple in integral multiples of $500,000 100,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three two Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence of an event to the extent specified in such notice)Agent; provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced, reduced unless, concurrently with such termination or reduction, the Revolving Loans are repaid (or, if no Revolving Loans are outstanding, the Swingline Loans are repaid and, after the Revolving Swingline Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C LC Obligations are Cash Collateralized) Collateralized to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro of the applicable Class pro-rata based upon their respective Revolving Commitment Percentages. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.

Optional Termination or Reduction of Commitments (Pro rata). The Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments in whole or in part (in minimum aggregate amounts of $1,000,000 2,000,000 or any whole multiple of $500,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three five Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence of an event to the extent specified in such notice)Agent; provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash Collateralized) to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro rata based upon their respective Revolving Commitment Percentages. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.. In addition, during the Availability Period for Term B Loans, the Borrower may, upon notice to the Administrative Agent, terminate (in whole or in part) the unused portion of the aggregate Term B

Optional Termination or Reduction of Commitments (Pro rata). The Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments in whole or in part (in minimum aggregate amounts of $1,000,000 or any whole multiple of $500,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three five Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence receipt of an event other financing to the extent specified in such notice); provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash Collateralized) to the extent necessary to eliminate such excess; provided, further, that no reduction or termination of the Revolving Committed Amount shall be permitted prior to January 4, 2012, if, after giving effect to such reduction or termination the Minimum Liquidity Condition would not be satisfied. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro rata based upon their respective Revolving Commitment Percentages. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.

Optional Termination or Reduction of Commitments (Pro rata). The Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments in whole or in part (in minimum aggregate amounts of $1,000,000 or any whole multiple of $500,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three five Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence of an event to the extent specified in such notice)Agent; provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash Collateralized) to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro pro-rata based upon their respective Revolving Commitment Percentages. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.

Optional Termination or Reduction of Commitments (Pro rata). The Borrower MKS may from time to time permanently reduce or terminate the Revolving Committed Amount or Incremental Revolving Commitments in whole or in part (in minimum aggregate amounts of $1,000,000 or any whole multiple of $500,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon three Business Days’ prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence of an event to the extent specified in such notice); provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash Collateralized) to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower MKS pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro rata based upon their respective Revolving Commitment Percentages. The Borrower Borrowers shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced.