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

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have the right at any time and from time to time prior to the Termination Date upon three Business Days’ (or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Agent to reduce by $50,000,000 or a larger integral multiple of $10,000,000 the unborrowed portion of the aggregate Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s Commitment, whereupon such Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section, the Administrative Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments may be reinstated. (b) Any Borrower may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.

Optional Termination or Reduction of Commitments. (a) Each Borrower shall have the right at any time and from time to time upon five (5) Business Days’ prior written notice to the Operations Agent to terminate entirely each Bank’s Commitment to make Loans to such Borrower, whereupon each Bank’s Commitment to make Loans to such Borrower shall be terminated. The Borrowers shall deliver to the Operations Agent an Allocation Notice that reflects the removal of the terminating Borrower (manually signed by an authorized officer of each of the Entities) at the same time that the notice from the terminating Borrower described in the preceding sentence is delivered to the Operations Agent. Promptly after receiving any notice of any Borrower delivered pursuant to this clause (a), the Operations Agent will notify the Banks of the substance thereof and revise Schedule 2 attached hereto accordingly. Upon the effective date of any such termination, the applicable Borrower shall pay to the Operations Agent for the respective accounts of the Banks all of the Loans outstanding to that Borrower on such date, together with any and all accrued and unpaid interest thereon, as well as the full amount of any commitment fee then accrued and allocated to such Borrower. No such termination of each Bank’s Commitment to make Loans to such Borrower may be reinstated. (b) The Borrowers shall have the right at any time and from time to time prior to the Termination Date upon three five (5) Business Days’ (or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Operations Agent to reduce by $50,000,000 3,000,000 or a larger integral multiple in whole multiples of $10,000,000 1,000,000 in excess thereof the unborrowed portion of the aggregate Tranche A Commitment Amounts, whereupon the aggregate Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s Commitment, whereupon such Commitment Amounts of each of the Banks shall be reduced pro rata among the Banks in accordance with their Commitment Percentages of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminatednotice. Promptly after receiving any notice of the Borrowers delivered pursuant to this Sectionclause (b), the Administrative Operations Agent will notify the Banks of the substance thereofthereof and revise Schedule 1 accordingly. Upon the effective date of any such reduction or terminationreduction, the Borrowers severally (and neither jointly nor jointly and severally) shall pay to the Administrative Operations Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments pursuant to this Section 2.11(b) may be reinstated. (b) Any Borrower may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have the right at any time and from time to time prior to the Termination Date upon three Business Days’ (or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Agent to reduce by $50,000,000 or a larger integral multiple of $10,000,000 the unborrowed portion of the aggregate Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s Commitment, whereupon such Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section, the Administrative Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers severally (and neither jointly nor jointly and severally) Borrower shall pay to the Administrative Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments may be reinstated. (b) Any Borrower may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have the right at any time and from time to time prior to the Termination Date upon three Business Days’ (or such shorter period as the Administrative Agent shall agree) ' prior written notice to the Administrative Operations Agent to reduce by $50,000,000 or a larger integral multiple of $10,000,000 the unborrowed portion of the aggregate Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s 's Commitment, whereupon such the Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice or, as the case may be, each Bank’s 's Commitment shall be terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section, the Administrative Operations Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers severally (and neither jointly nor jointly and severally) Borrower shall pay to the Administrative Operations Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments may be reinstated. (b) Any Borrower may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) ' written notice to the Administrative Agent Agents cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.

Optional Termination or Reduction of Commitments. (a) The Borrowers Borrower shall have the right at any time and from time to time prior to the Termination Date upon three five (5) Business Days’ (or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Operations Agent to reduce by $50,000,000 or a larger integral multiple of $10,000,000 the unborrowed portion of the aggregate Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s Commitment, whereupon such Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any notice of the Borrowers Borrower delivered pursuant to this Sectionclause (a), the Administrative Operations Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers severally (and neither jointly nor jointly and severally) Borrower shall pay to the Administrative Operations Agent for the respective accounts of the Banks all of the Loans outstanding on such date, together with any and all accrued and unpaid interest thereon, as well as the full amount of any commitment fee then accrued. Once terminated, no Bank’s Commitment may be reinstated. (b) The Borrower shall have the right at any time and from time to time upon five (5) Business Days’ prior written notice to the Operations Agent to reduce by $5,000,000 or an integral multiple thereof the unborrowed portion of the Aggregate Commitment Amount, whereupon the Aggregate Commitment Amount shall be reduced pro rata among the Banks in accordance with their Commitment Percentages of the amount specified in such notice. Promptly after receiving any notice of the Borrower delivered pursuant to this clause (b), the Operations Agent will notify the Banks of the substance thereof and revise Schedule 1 accordingly. Upon the effective date of any such reduction, the Borrower shall pay to the Operations Agent for the respective accounts of the Banks any amounts due pursuant to Section 2.12 and the full amount of any commitment fee then accrued on the amount of the reduction. No reduction All reductions in the Commitment Amounts or termination of the Commitments may pursuant to this Section 2.10(b) shall be reinstatedpermanent. (b) Any Borrower may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have the right at any time and Pro rata). MKS may from time to time prior to permanently reduce or terminate the Termination Date Revolving Committed Amount 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’ (or such shorter period as the Administrative Agent shall agree) prior written or telecopy notice to the Administrative Agent (which notice may be conditional on the occurrence of an event to reduce by $50,000,000 or a larger integral multiple of $10,000,000 the unborrowed portion of the aggregate Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s Commitment, whereupon such Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the amount extent specified in such notice ornotice); provided, as the case may behowever, each Bank’s Commitment that no such termination or reduction shall be terminatedmade 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 L/C Obligations are Cash Collateralized) to the extent necessary to eliminate such excess. Promptly after receiving The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice of the Borrowers delivered from MKS pursuant to this Section, the Administrative Agent will notify the Banks Section 2.10(a). Any partial reduction of the substance thereofRevolving 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. Upon the effective date of any such reduction or termination, the The Borrowers severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the respective accounts account of the Banks Lenders in accordance with the full amount terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any commitment fee then fees accrued through the date of such termination or reduction on the amount of the reduction. No reduction in the Commitment Amounts Revolving Committed Amount so terminated or termination of the Commitments may be reinstatedreduced. (b) Any Borrower may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have the right at any time and from time to time prior to the Termination Date upon three Business Days’ (or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Agent to reduce by $50,000,000 or a larger integral multiple of $10,000,000 the unborrowed portion of the Aggregate Tranche A Commitment Amount or the Aggregate Tranche B Commitment Amount (which shall be accompanied by a corresponding reduction of the aggregate Commitment Amounts of the Applicable Banks) or terminate entirely each Applicable Bank’s Tranche A Commitment and/or Tranche B Commitment, whereupon such Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s CommitmentAmounts, whereupon such Commitment Amounts as applicable, of each of the Banks shall be reduced pro rata in accordance with their Tranche A Commitment Percentages and/or Tranche B Commitment Percentages, as applicable, of the amount specified in such notice or, as the case may be, each Applicable Bank’s Tranche A Commitment and/or Tranche B Commitment, as applicable, shall be terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this SectionSection 2.5(a), the Administrative Agent will notify the Applicable Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the respective accounts of the Applicable Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments may be reinstated. (b) Any Borrower may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have Borrower may, upon at least three Business Days’ notice to the right Administrative Agent, (i) terminate the Tranche A Commitments at any time and time, if no Tranche A Loans or Letters of Credit or LC Reimbursement Obligations are outstanding at such time, (ii) terminate the Tranche B Commitments at any time, if no Tranche B Loans are outstanding at such time, (iii) ratably reduce from time to time prior to the Termination Date upon three Business Days’ (by an aggregate amount of $5,000,000 or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Agent to reduce by $50,000,000 or a any larger integral multiple of $10,000,000 1,000,000, the unborrowed portion aggregate amount of the aggregate Tranche A Commitment Amounts and/or Commitments in excess of the Total Tranche A Outstanding Amount or (iv) ratably reduce from time to time by an aggregate amount of $5,000,000 or any larger multiple of $1,000,000, the aggregate amount of the Tranche B Commitments in excess of the Total Tranche B Outstanding Amount, respectively; provided that no Tranche B Commitment Amounts may be terminated or reduced unless, prior to or simultaneously with such termination or reduction, all Tranche A Loans are repaid in full. If the LC Sublimit exceeds the aggregate amount of the Banks or terminate entirely each Bank’s CommitmentTranche A Commitments, whereupon such Commitment Amounts of each of the Banks LC Sublimit shall automatically be reduced pro rata in accordance with their Commitment Percentages of by the amount specified in of such notice or, as the case may be, each Bank’s Commitment shall be terminated. excess. (b) Promptly after receiving any a notice of the Borrowers delivered termination or reduction pursuant to this Section, the Administrative Agent will shall notify the Banks each Lender of the substance thereof. Upon the effective date contents thereof and of such Lender’s ratable share of any such reduction or terminationreduction, the Borrowers severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments may be reinstated. (b) Any Borrower may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect thereafter be revocable by the then applicable Commitment Amounts, which shall remain unchangedBorrower.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have Borrower may, subject to any applicable prepayments pursuant to Section 2.11, upon at least 3 Business Day’s irrevocable notice to the right Administrative Agent, terminate at any time and time, or proportionately reduce from time to time prior to the Termination Date upon three Business Days’ (by an aggregate amount of at least $5,000,000 or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Agent to reduce by $50,000,000 or a any larger integral multiple of $10,000,000 1,000,000, the unborrowed portion of the aggregate Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks Revolver Commitments; provided, however: (1) each termination or terminate entirely each Bank’s Commitment, whereupon such Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice orreduction, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any permanent and irrevocable; (2) (except that a notice of termination of the Borrowers Revolver Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied); (2) after giving effect to any concurrent prepayments, no such termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments on the date of such termination or reduction; (3) no such reduction pursuant to this Section, Section 2.08 shall result in the Administrative Agent will notify the Banks aggregate Revolver Commitments of all of the substance thereof. Upon Lenders being reduced to an amount less than $10,000,000, unless the Revolver Commitments are Conformed Credit Agreement - Page 62 ‌ 140760.01015/126600145v.2 ‌ ​ terminated in their entirety, in which case all accrued fees (as provided under Section 2.07) shall be payable on the effective date of such termination; and (4) (unless the Borrower shall have prepaid all Advances, and terminated in full all Revolver Commitments and Swing Advance commitments, within 30 days after the Administrative Agent has disapproved any such reduction or termination, entity described in clause (ii) of the Borrowers severally (and neither jointly nor jointly and severallydefinition of “Loan Fund Joint Venture”) the Borrower shall pay to the Administrative Agent Agent, for distribution ratably to the respective accounts Lenders, a commitment reduction fee equal to (a) 1.0% of the Banks the full amount of any commitment fee then accrued on the amount of such permanent reduction to the reduction. No Revolver Commitment, if such reduction in occurs on or prior to the Commitment Amounts or termination secondfirst anniversary of the Commitments may be reinstated. RestatementSixth Amendment Effective Date and (b) Any Borrower may on three Business Days’ 0.25% of the amount of such reduction, if such reduction occurs after the secondfirst anniversary of the RestatementSixth Amendment Effective Date and ninety (or such shorter period as the Administrative Agent shall agree90) written notice days prior to the Administrative Agent cease to third anniversary of the RestatementSixth Amendment Effective Date. Each reduction shall be a Borrower hereunder on made ratably among the date specified Lenders in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchangedaccordance with their respective Revolver Commitments.

Optional Termination or Reduction of Commitments. Upon at least three (a3) The Borrowers shall have the right at any time and from time to time prior to the Termination Date upon three Business Days’ (or such shorter period as the Administrative Agent shall agree) Days prior written notice to the Administrative Agent Agent, the Borrower may at any time in whole permanently terminate the Total Commitments (subject to compliance with Section 2.12(e)), or from time to time in part permanently reduce by the Unused Total Revolving Commitment or the Unused LC Facility Commitment; provided that each such notice shall only be revocable to the extent such termination or reduction would have resulted from a refinancing of the Obligations, which refinancing shall not be consummated or shall otherwise be delayed. Each such reduction of the Unused Total Revolving Commitment or the Unused LC Facility Commitment shall be in the principal amount not less than $50,000,000 or a larger 1,000,000 and in an integral multiple of $10,000,000 the unborrowed portion 1,000,000. Simultaneously with each reduction or termination of the aggregate Tranche A Revolving Commitment Amounts and/or or the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s LC Facility Commitment, whereupon such Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section, the Administrative Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers severally (and neither jointly nor jointly and severally) Borrower shall pay to the Administrative Agent for the respective accounts account of (i) each Revolving Lender the Banks the full amount of any commitment fee then Commitment Fee accrued and unpaid on the amount of the reduction. No reduction in Revolving Commitment of such Revolving Lender so terminated or reduced through the date thereof and (ii) the LC Facility Lender the Commitment Amounts or termination Fee accrued and unpaid on the amount of the Commitments may be reinstated. (b) Any Borrower may on three Business Days’ (LC Facility Commitment so terminated or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on reduced through the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full thereof. Any reduction of the Unused Total Revolving Commitment pursuant to this Section 2.11 shall be applied to reduce the Revolving Commitment of each Revolving Lender on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchangedpro rata basis.

Optional Termination or Reduction of Commitments. (a) The Subject to Section 5.5, the Borrowers shall have the right at any time and from time to time prior to the Termination Date time, upon three one Business Days’ (or such shorter period as the Administrative Agent shall agree) Day's prior written notice to the Administrative Agent Agent, to terminate or proportionately reduce by the amount of the Revolving Credit Commitments or the Alternate Currency Commitments, provided, that (i) any partial reduction of the amount of the Revolving Credit Commitments shall be in the amount of $50,000,000 5,000,000 or a larger integral multiple of $10,000,000 1,000,000 in excess thereof and any partial reduction of any Alternative Currency Commitment shall be in the unborrowed Approximate Equivalent Amount of $1,000,000 or any integral multiple thereof, (ii) no such reduction shall be permitted with respect to any portion of the aggregate Tranche A Commitment Amounts and/or Revolving Credit Commitments not in excess of the sum of the Dollar Equivalent of the aggregate Tranche B Commitment Amounts outstanding principal amount of all Revolving Loans, Bid-Option Loans plus Alternative Currency Syndicated Loans and Swing Line Loans, plus the Letter of Credit Obligations Amount, plus the Dollar Equivalent of the Banks aggregate amount of all Borrowings for which a Notice of Borrowing is then pending, plus the aggregate amount of all Letters of Credit for which a Request for Letter of Credit Issuance is then pending, (iii) the Commitments may not be terminated if any Loans or terminate entirely each Bank’s CommitmentLetters of Credit are then outstanding or any Notice of Borrowing or Request for Letter of Credit Issuance is then pending and (iv) no such termination or reduction shall be permitted if, whereupon such Commitment Amounts of each after giving effect thereto, the Dollar Equivalent of the Banks aggregate principal amount of the outstanding Bid-Option Loans would exceed fifty percent (50%) of the aggregate amount of the sum of the Revolving Credit Commitments and the outstanding aggregate principal amount of the Term Loans. The Revolving Credit Commitments or any portion thereof terminated or reduced pursuant to this Section may not be reinstated. The accrued facility fees with respect to the terminated Revolving Credit Commitments or the amount of any reduction therein shall be reduced pro rata in accordance with their Commitment Percentages payable on the effective date of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminatednotice. Promptly after receiving Upon receipt of any notice of from the Borrowers delivered pursuant to this Section, the Administrative Agent will shall promptly notify the Banks each Bank of the substance thereof. Upon the effective date contents thereof and of such Bank's share of any reduction of the Commitments. Each such reduction or termination, notice shall be irrevocable by the Borrowers severally (and neither jointly nor jointly and severally) shall pay to once the Administrative Agent for the respective accounts begins notifying any Bank of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments may be reinstatedcontents thereof. (b) Any Borrower may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have the right at any time and from time to time prior to the Termination Date upon three Business Days’ ' (or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Agent to reduce by $50,000,000 or a larger integral multiple of $10,000,000 the unborrowed portion of the aggregate Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s 's Commitment, whereupon such Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice or, as the case may be, each Bank’s 's Commitment shall be terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section, the Administrative Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments may be reinstated. (b) Any Borrower may on three Business Days’ ' (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have the right may, upon at any time and from time to time prior to the Termination Date upon three least one Business Days’ (or such shorter period as the Administrative Agent shall agree) prior written Day’s notice to the Administrative Agent (which shall give prompt notice thereof to each applicable Bank), (i) terminate the Commitments of any Class at any time; provided that Revolving Commitments of any Class or Swingline Commitments shall not be terminated if Revolving Loans of such Class or Swingline Loans (as applicable) are outstanding at such time, or (ii) ratably reduce from time to time by a minimum aggregate amount of $50,000,000 5,000,000 (or the Foreign Currency Equivalent thereof, in the case of Multi-Currency Revolving Loans denominated in a larger integral Foreign Currency) or any multiple of $10,000,000 1,000,000 (or the unborrowed portion Foreign Currency Equivalent thereof, in the case of Multi-Currency Revolving Loans denominated in a Foreign Currency) in excess thereof, the aggregate amount of the aggregate Tranche A Commitment Amounts and/or Commitments of any Class; provided that (i) in the case of the reduction of Revolving Commitments of any Class or Swingline Commitments, any outstanding principal amount of Revolving Loans of such Class or Swingline Loans (as applicable) that would exceed the aggregate Tranche B Commitment Amounts amount of the Banks Revolving Commitments of any Class or terminate entirely each Bank’s CommitmentSwingline Commitments (as applicable) after any such reduction must be prepaid at the time of such reduction, whereupon such Commitment Amounts together with any related amounts payable under Section 2.13 in connection therewith and (ii) a notice of each termination or reduction of the Banks Revolving Commitments of any Class or Swingline Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice will be deemed revoked by the Borrowers on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any Commitments of any Class shall be reduced pro rata permanent. Each reduction of the Commitments of any Class shall be made ratably among the Banks in accordance with their Commitment Percentages of the amount specified respective Commitments in such notice or, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section, the Administrative Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments may be reinstatedClass. (b) Any Borrower may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have the right at any time and from time to time prior to the Termination Date upon three Business Days’ (or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Agent to reduce by $50,000,000 or a larger integral multiple of $10,000,000 the unborrowed portion of the aggregate Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s Commitment, whereupon such the Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section, the Administrative Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers severally (and neither jointly nor jointly and severally) Borrower shall pay to the Administrative Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments may be reinstated. (b) Any Borrower may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have the right at any time and from time to time prior to the Termination Date upon three Business Days’ (or such shorter period as the Administrative Agent shall agree) ' prior written notice to the Administrative Agent to reduce by $50,000,000 or a larger integral multiple of $10,000,000 the unborrowed portion of the aggregate Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s 's Commitment, whereupon such the Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice or, as the case may be, each Bank’s 's Commitment shall be terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section, the Administrative Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers severally (and neither jointly nor jointly and severally) Borrower shall pay to the Administrative Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments may be reinstated. (b) Any Borrower may on three Business Days’ ' (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have the right at any time and from time to time prior to the Termination Date upon three Business Days’ (or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Agent to reduce by $50,000,000 or a larger integral multiple of $10,000,000 the unborrowed portion of the aggregate Tranche A Commitment Amounts and/or Table of Contents the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s Commitment, whereupon such Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section, the Administrative Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers severally (and neither jointly nor jointly and severally) Borrower shall pay to the Administrative Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments may be reinstated. (b) Any Borrower may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have the right Upon at any time and from time to time prior to the Termination Date upon three least two Business Days’ (or such shorter period as the Administrative Agent shall agree) ' prior written notice to the Administrative Agent Agent, the Borrower may at any time in whole permanently terminate, or from time to reduce by time in part permanently reduce, the Tranche A Commitments. Each such reduction shall be in the principal amount of $50,000,000 5,000,000 or a larger any integral multiple of $10,000,000 thereof. Each such reduction or termination shall (i) be applied ratably to the unborrowed portion of the aggregate Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s Commitment, whereupon such Commitment Amounts Commitments of each of the Banks shall Tranche A Lender and (ii) be reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminatedirrevocable when given. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section, the Administrative Agent will notify the Banks of the substance thereof. Upon At the effective date time of any each such reduction or termination, the Borrowers severally (and neither jointly nor jointly and severally) Borrower shall pay to the Administrative Agent for the respective accounts of the Banks the full amount of any commitment fee then application as provided herein (i) all Commitment Fees accrued on the amount of the reduction. No reduction Tranche A Commitments so terminated or reduced through the date thereof, (ii) any amount by which the Tranche A Credit Extensions outstanding on such date exceed the amount to which the Tranche A Commitments are to be reduced effective on such date and (iii) all earned and unpaid Fees with respect to such Credit Extensions, in each case pro rata based on the Commitment Amounts or termination of the Commitments may be reinstatedamount prepaid. (b) Any The Borrower may on three not cancel or reduce the Tranche B Commitments at any time during the first nine months after the Closing Date by more than $30,000,000.00 provided that any such cancellation or reduction may be made solely by virtue of the application of Net Proceeds in accordance with the provisions of Section 2.18 hereof. After the first nine (9) months after the Closing Date, upon at least two Business Days’ (or such shorter period as the Administrative Agent shall agree) ' prior written notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Tranche B Commitments but only (x) from the application of Net Proceeds in accordance with the provisions of Section 2.18 hereof, or (y) if the Tranche B Prepayment Condition has been satisfied. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple thereof. Each such reduction or termination shall (i) be applied ratably to the Tranche B Commitments of each Tranche B Lender and (ii) be irrevocable when given. At the effective time of each such reduction or termination, the Borrower shall pay to the Administrative Agent cease for application as provided herein (i) any amount by which the Tranche B Loans outstanding on such date exceed the amount to which the Tranche B Commitments are to be a Borrower hereunder reduced effective on such date and (ii) all earned and unpaid Fees under the Tranche B Fee Letter, pro rata based on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchangedamount prepaid.

Optional Termination or Reduction of Commitments. (a) The Borrowers Borrower shall have the right at any time and from time to time prior to the Termination Date upon three five (5) Business Days’ (or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Operations Agent to reduce by $50,000,000 or a larger integral multiple of $10,000,000 the unborrowed portion of the aggregate Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s Commitment, whereupon such Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any notice of the Borrowers Borrower delivered pursuant to this Sectionclause (a), the Administrative Operations Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers severally (and neither jointly nor jointly and severally) Borrower shall pay to the Administrative Operations Agent for the respective accounts of the Banks all of the Loans outstanding on such date (including, without limitation, the Uncommitted Loans), together with any and all accrued and unpaid interest thereon, as well as the full amount of any commitment fee then accrued. Once terminated, no Bank’s Commitment may be reinstated. (b) The Borrower shall have the right at any time and from time to time upon five (5) Business Days’ prior written notice to the Operations Agent to reduce by $5,000,000 or an integral multiple thereof the unborrowed portion of the Aggregate Commitment Amount, whereupon the Aggregate Commitment Amount shall be reduced pro rata among the Banks in accordance with their Commitment Percentages of the amount specified in such notice. Promptly after receiving any notice of the Borrower delivered pursuant to this clause (b), the Operations Agent will notify the Banks of the substance thereof and revise Schedule 1 accordingly. Upon the effective date of any such reduction, the Borrower shall pay to the Operations Agent for the respective accounts of the Banks any amounts due pursuant to Section 2.12 and the full amount of any commitment fee then accrued on the amount of the reduction. No reduction All reductions in the Commitment Amounts or termination of the Commitments may pursuant to this Section 2.10(b) shall be reinstatedpermanent. (b) Any Borrower may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.

Optional Termination or Reduction of Commitments. (a) Each Borrower shall have the right at any time and from time to time upon three (3) Business Days' prior written notice to the Bank to terminate entirely the Commitment to such Borrower, whereupon the Commitment to such Borrower shall be terminated. Promptly after receiving any notice of any Borrower delivered pursuant to this clause (a), the Bank will revise SCHEDULE 1 attached hereto accordingly. Upon the effective date of any such termination, the applicable Borrower shall pay to the Bank all of the Loans outstanding to that Borrower on such date, together with any and all accrued and unpaid interest thereon, as well as the full amount of any commitment fee then accrued and allocated to such Borrower. No termination of the Commitment as to any Borrower may be reinstated. (b) The Borrowers shall have the right at any time and from time to time prior to the Termination Date upon three (3) Business Days’ (or such shorter period as the Administrative Agent shall agree) ' prior written notice to the Administrative Agent Bank to reduce by $50,000,000 1,000,000 or a larger an integral multiple of $10,000,000 thereof the unborrowed portion of the aggregate Tranche A Commitment Amounts and/or Amount whereupon the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s Commitment, whereupon such Commitment Amounts of each of the Banks Amount shall be reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section, the Administrative Agent will notify the Banks of the substance thereofreduced. Upon the effective date of any such reduction or terminationreduction, the Borrowers severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the respective accounts of the Banks Bank the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments Amount may be reinstated. (b) Any Borrower may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have At the right at any time Company's option and from time to time prior to the Termination Date upon three (3) Business Days’ (or such shorter period as the Administrative Agent shall agree) ' prior written notice to the Administrative Agent to reduce by $50,000,000 Administrator, the Company, without premium or a larger integral multiple of $10,000,000 penalty, may permanently: (a) terminate the unborrowed portion Total Commitment upon payment in full of the aggregate Tranche A Notes and (i) delivery to the Administrator of cash collateral (to be held in a cash collateral account pursuant to a cash collateral agreement satisfactory to the Administrator) in an amount equal to the then existing Stated Amount, plus any unreimbursed disbursements made under the Letter of Credit or (ii) the delivery to the Issuer of each Letter of Credit, marked "terminated" by the beneficiary, together with all accrued interest thereon to the date of such payment, and all Fees and other amounts then due the Banks hereunder and thereunder; or (b) reduce pro rata the Total Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s Commitment, whereupon such Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the by an amount specified in such notice or, as the case may be, in integral multiples of $10,000,000 upon pro rata prepayment to each Bank’s Commitment shall be terminated. Promptly after receiving any notice Bank of the Borrowers delivered pursuant to this Section, the Administrative Agent will notify the Banks outstanding principal amount of the substance thereof. Upon the effective date Revolving Credit Note of any such reduction or termination, the Borrowers severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the respective accounts Bank in excess of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduced Commitment, if any, of such Bank together with accrued interest on the amount so paid to the date of such payment; provided, that if the termination or reduction in the of any Commitment Amounts or termination of the Commitments may be reinstated. pursuant to this clause (b) Any Borrower requires the payment of a Eurodollar Loan or Bid Auction Advance, the termination or reduction of such Commitment may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder made only on the last Business Day of the Interest Period applicable to such Eurodollar Loan or Bid Auction Advance. If any prepayment of a Eurodollar Loan or Bid Auction Advance is required or permitted by a Bank on a date specified other than the last Business Day of the Interest Period applicable thereto, the Company shall indemnify the Bank receiving any such prepayment in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchangedaccordance with Section 1.17.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have Borrower may, subject to any applicable prepayments pursuant to Section 2.11, upon at least 3 Business Xxx’s notice to the right Administrative Agent, terminate at any time and time, or proportionately reduce from time to time prior to the Termination Date upon three Business Days’ (by an aggregate amount of at least $5,000,000 or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Agent to reduce by $50,000,000 or a any larger integral multiple of $10,000,000 1,000,000, the unborrowed portion of the aggregate Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks Revolver Commitments; provided, however: (1) each termination or terminate entirely each Bank’s Commitment, whereupon such Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice orreduction, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any permanent and irrevocable (except that a notice of termination of the Borrowers Revolver Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied); (2) after giving effect to any concurrent prepayments, no such termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments on the date of such termination or reduction; (3) no such reduction pursuant to this Section, Section 2.08 shall result in the Administrative Agent will notify the Banks aggregate Revolver Commitments of all of the substance thereof. Upon Lenders being reduced to an amount less than $10,000,000, unless the Revolver Commitments are terminated in their entirety, in which case all accrued fees (as provided under Section 2.07) shall be payable on the effective date of such termination; and (4) (unless the Borrower shall have prepaid all Advances, and terminated in full all Revolver Commitments and Swing Advance commitments, within 30 days after the Administrative Agent has disapproved any such reduction or termination, entity described in clause (ii) of the Borrowers severally (and neither jointly nor jointly and severallydefinition of “Loan Fund Joint Venture”) the Borrower shall pay to the Administrative Agent Agent, for distribution ratably to the respective accounts Lenders, a commitment reduction fee equal to (a) 1.0% of the Banks the full amount of any commitment fee then accrued on the amount of such permanent reduction to the reduction. No Revolver Commitment, if such reduction in occurs on or prior to the Commitment Amounts or termination first anniversary of the Commitments may be reinstated. SixthEighth Amendment Effective Date and (b) Any Borrower may on three Business Days’ 0.25% of the amount of such reduction, if such reduction occurs after the first anniversary of the SixthEighth Amendment Effective Date and at least ninety (or such shorter period as the Administrative Agent shall agree90) written notice days prior to the Administrative Agent cease to third anniversary of the SixthEighth Amendment Effective Date. Each reduction shall be a Borrower hereunder on made ratably among the date specified Lenders in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchangedaccordance with their respective Revolver Commitments.

Optional Termination or Reduction of Commitments. At the Company’s option and upon five (a5) The Borrowers shall have the right at any time and from time to time prior to the Termination Date upon three Business Days’ (or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Agent to reduce by $50,000,000 Administrator, the Company, without premium or a larger integral multiple of $10,000,000 penalty, may permanently: (i) terminate the unborrowed portion Aggregate Commitments upon payment in full of the aggregate Tranche A Commitment Amounts and/or Obligations and (A) delivery to the aggregate Tranche B Commitment Amounts Administrator of cash collateral (to be held in a cash collateral account pursuant to a cash collateral agreement satisfactory to the Administrator) in an amount equal to the then existing Stated Amount of all Letters of Credit, plus any unreimbursed disbursements made under any Letter of Credit or (B) the delivery to the Issuer of each Letter of Credit, marked “terminated” by the beneficiary, together with all accrued interest thereon to the date of such payment, and all Fees and other amounts then due the Banks hereunder and thereunder; or (ii) reduce pro rata the Aggregate Commitments of the Banks or terminate entirely each Bank’s Commitment, whereupon such Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the by an amount specified in such notice or, as the case may be, in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof upon pro rata prepayment to each Bank’s Bank in accordance with its Commitment shall be terminated. Promptly after receiving any notice Percentage of the Borrowers delivered pursuant to this Section, the Administrative Agent will notify the Banks Outstanding Amount of the substance thereof. Upon the effective date Obligations in excess of any such reduction or termination, the Borrowers severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduced Commitment, if any, of such Bank together with accrued interest on the amount so paid to the date of such payment; provided, that (a) if the termination or reduction in of any Commitment pursuant to this clause (ii) requires the payment of a Eurocurrency Rate Loan, the termination or reduction of such Commitment Amounts or termination may be made only on the last Business Day of the Commitments may be reinstated. Interest Period applicable to such Eurocurrency Rate Loan, (b) Any Borrower may if any prepayment of a Eurocurrency Rate Loan is required or permitted by a Bank on three a date other than the last Business Days’ Day of the Interest Period applicable thereto, the Company shall indemnify the Bank receiving any such prepayment in accordance with Section 1.18, (or such shorter period as c) the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder Company shall not affect terminate or reduce the then applicable Commitment AmountsAggregate Commitments if, which after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (d) if, after giving effect to any reduction of the Aggregate Commitments, the Bid Loan, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall remain unchangedbe automatically reduced by the amount of such excess.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have the right Upon at any time and from time to time prior to the Termination Date upon least three (3) Business Days’ (or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Agent Agent, the Borrower may, at any time, in whole permanently terminate, or from time to reduce by time in part permanently reduce, the Revolving Commitments. Each such reduction shall be in the principal amount of $50,000,000 20,000,000 or a larger any integral multiple thereof. Each such reduction or termination shall (i) be applied ratably to the Revolving Commitments of $10,000,000 the unborrowed portion each Revolving Lender and (ii) be irrevocable when given; provided, that a notice of termination of the aggregate Tranche A Commitment Amounts and/or Revolving Commitments delivered by the aggregate Tranche B Commitment Amounts of the Banks or terminate entirely each Bank’s Commitment, whereupon such Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the amount specified in Borrower may state that such notice oris conditioned upon the effectiveness of other credit facilities, as in which case such notice may be revoked by the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any Borrower (by notice of the Borrowers delivered pursuant to this Section, the Administrative Agent will notify on or prior to the Banks of the substance thereofspecified effective date) if such condition is not satisfied. Upon At the effective date time of any each such reduction or termination, the Borrowers severally (and neither jointly nor jointly and severally) Borrower shall pay to the Administrative Agent for application as provided herein (i) all earned and unpaid fees under the respective accounts of the Banks the full amount of any commitment fee then Fee Letter and all other fees accrued on the amount of the reduction. No reduction Revolving Commitments so terminated or reduced through the date thereof, and (ii) any amount by which the Revolving Credit Extensions to the Borrower outstanding on such date exceed the amount to which the Revolving Commitments are to be reduced effective on such date, in each case pro rata based on the Commitment Amounts amount prepaid, including, as applicable, by terminating or termination cash collateralizing any Letters of Credit in accordance with the Commitments may be reinstatedterms hereof. (b) Any Borrower may on three Business Days’ (The commitment of each FILO Lender with respect to its FILO Loan shall be automatically and permanently reduced to $0 upon the funding or the deemed funding of such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease FILO Loan to be a Borrower hereunder made by it on the date specified in Closing Date. (c) The commitment of each ABL Term Lender with respect to its ABL Term Loan shall be automatically and permanently reduced to $0 upon the funding or the deemed funding of such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing ABL Term Loan to be a Borrower hereunder shall not affect made by it on the then applicable Commitment Amounts, which shall remain unchangedClosing Date.

Optional Termination or Reduction of Commitments. (A) Provided that no Default or Event of Default shall have occurred and be continuing or shall result therefrom, by giving irrevocable written notice, which is received by Agent at least 10 but not more than 45 days in advance, Borrower may, during the Availability Period, terminate or reduce the Debt Service Line of Credit Facility Commitment, provided that (a) The Borrowers any such reduction shall be in integral multiples of $100,000, (b) prior to any such termination or reduction, the Borrower shall have the right at any time and from time to time prior demonstrated to the Termination Date upon three Business Days’ (satisfaction of Agent that the balance in the Debt Service Reserve Account, without taking into account the terminated or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Agent to reduce by $50,000,000 or a larger integral multiple of $10,000,000 the unborrowed reduced portion of the aggregate Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts Debt Service Line of the Banks or terminate entirely each Bank’s Credit Facility Commitment, whereupon shall be equal to or greater than the Debt Service Required Balance, and (c) any such termination or reduction shall apply proportionally to reduce the Debt Service Line of Credit Facility Commitment Amounts of each of the Banks shall be Lender. Once terminated or reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this SectionSection 2.9, the Administrative Debt Service Line of Credit Facility Commitment may not thereafter be reinstated or increased. (B) NRG Newark and NRG Xxxxxx may, by giving irrevocable written notice, which is received by Agent will notify at least three Business Days in advance but not more than 45 days in advance, reduce or terminate the Banks of Additional Commitment during the substance thereofAdditional Commitment Period. Upon the effective date of any such reduction Once reduced or terminationterminated, the Borrowers severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Additional Commitment Amounts may not thereafter be increased or termination of the Commitments may be reinstated. (bC) Any If, prior to the Additional Funding Date, FERC approves the rates in the Xxxxxx Power Purchase Agreement on a cost of service basis and such rates are approved at a level lower than the rates set forth in the Xxxxxx Power Purchase Agreement, then Borrower may shall deliver revised base case projections to Agent that reflect such approved rates and, based on three Business Days’ such base case projections, the Additional Commitment shall be reduced by an amount (the "Additional Commitment Reduction Amount") calculated such that after giving effect to such reduction (A) the annual Projected Debt Service Coverage Ratio for each calendar year (or such shorter part thereof) for the period as from the Administrative Agent shall agreeAdditional Funding Date to and including the Maturity Date is at least 1.35:1.00 and (B) written notice the average calendar year Projected Debt Service Coverage Ratio for the period from the Additional Funding Date to and including the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchangedMaturity Date is at least 1.45:1.00.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have Borrower may, subject to any applicable prepayments pursuant to Section 2.11, upon at least 3 Business Day’s notice to the right Administrative Agent, terminate at any time and time, or proportionately reduce from time to time prior to the Termination Date upon three Business Days’ (by an aggregate amount of at least $5,000,000 or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Agent to reduce by $50,000,000 or a any larger integral multiple of $10,000,000 1,000,000, the unborrowed portion of the aggregate Tranche A Commitment Amounts and/or the aggregate Tranche B Commitment Amounts of the Banks Revolver Commitments; provided, however: (1) each termination or terminate entirely each Bank’s Commitment, whereupon such Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentages of the amount specified in such notice orreduction, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any permanent and irrevocable (except that a notice of termination of the Borrowers Revolver Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied); (2) after giving effect to any concurrent prepayments, no such termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments on the date of such termination or reduction; (3) no such reduction pursuant to this Section, Section 2.08 shall result in the Administrative Agent will notify the Banks aggregate Revolver Commitments of all of the substance thereof. Upon Lenders being reduced to an amount less than $10,000,000, unless the Revolver Commitments are terminated in their entirety, in which case all accrued fees (as provided under Section 2.07) shall be payable on the effective date of such termination; and (4) (unless the Borrower shall have prepaid all Advances, and terminated in full all Revolver Commitments and Swing Advance commitments, within 30 days after the Administrative Agent has disapproved any such reduction or termination, entity described in clause (ii) of the Borrowers severally (and neither jointly nor jointly and severallydefinition of “Loan Fund Joint Venture”) the Borrower shall pay to the Administrative Agent Agent, for distribution ratably to the respective accounts Lenders, a commitment reduction fee equal to (a) 1.0% of the Banks the full amount of any commitment fee then accrued on the amount of such permanent reduction to the reduction. No Revolver Commitment, if such reduction in occurs on or prior to the Commitment Amounts or termination first anniversary of the Commitments may be reinstated. Sixth Amendment Effective Date and (b) Any Borrower may on three Business Days’ 0.25% of the amount of such reduction, if such reduction occurs after the first anniversary of the Sixth Amendment Effective Date and ninety (or such shorter period as the Administrative Agent shall agree90) written notice days prior to the Administrative Agent cease to third anniversary of the Sixth Amendment Effective Date. Each reduction shall be a Borrower hereunder on made ratably among the date specified Lenders in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchangedaccordance with their respective Revolver Commitments.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have the right at any time and from time to time prior to the Termination Date upon three Business Days’ (or such shorter period as the Administrative Agent shall agree) prior written notice to the Administrative Agent to reduce by $50,000,000 or a larger integral multiple of $10,000,000 the unborrowed portion of the aggregate Aggregate Tranche A Commitment Amounts and/or Amount or the Aggregate Tranche B Commitment Amount (which shall be accompanied by a corresponding reduction of the aggregate Tranche B Commitment Amounts of the Banks Banks) or terminate entirely each Bank’s Tranche A Commitment and/or Tranche B Commitment, whereupon such Tranche A Commitment Amounts and/or Tranche B Commitment Amounts, as applicable, of each of the Banks shall be reduced pro rata in accordance with their Tranche A Commitment Percentages and/or Tranche B Commitment Percentages, as applicable, of the amount specified in such notice or, as the case may be, each Bank’s Tranche A Commitment and/or Tranche B Commitment, as applicable, shall be terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this SectionSection 2.5(a), the Administrative Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments may be reinstated. (b) Any Borrower may on three Business Days’ (or such shorter period as the Administrative Agent shall agree) written notice to the Administrative Agent cease to be a Borrower hereunder on the date specified in such notice, provided all Obligations due and owing by such Borrower hereunder are repaid in full on such date. A Borrower ceasing to be a Borrower hereunder shall not affect the then applicable Commitment Amounts, which shall remain unchanged.