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 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 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 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 Section 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, 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.

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 Amount or Revolving Credit Commitments not in excess of the Aggregate Tranche B Commitment Amount (which shall be accompanied by a corresponding reduction sum of the Dollar Equivalent of the aggregate 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 Applicable Banksaggregate 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 Applicable Bank’s Tranche A Commitment and/or Tranche B 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 Tranche A Commitment Amounts and/or Tranche B Commitment Amountsafter giving effect thereto, as applicable, of each the Dollar Equivalent of the Banks shall be reduced pro rata in accordance with their Tranche A Commitment Percentages and/or Tranche B Commitment Percentages, as applicable, aggregate principal amount 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 outstanding Bid-Option Loans would exceed fifty percent (50%) of the Borrowers delivered 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 2.5(a)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 payable on the effective date of such notice. Upon receipt of any notice from the Borrowers pursuant to this Section, the Administrative Agent will shall promptly notify the Applicable 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, each Borrower severally (and neither jointly nor jointly and severally) notice shall pay to be irrevocable by the Borrowers once the Administrative Agent for the respective accounts begins notifying any Bank 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 reinstatedcontents thereof.

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 Conformed Credit Agreement - Page 51 140760.01015/104831797v.13 Exhibit 10.40 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 Amount Revolver Commitments; provided, however: (1) each termination 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 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 orreduction, 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 permanent and irrevocable; (2) no such termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments on the date of the Borrowers delivered such termination or reduction; (3) no such reduction pursuant to this Section 2.5(a), 2.08 shall result in the Administrative Agent will notify the Applicable 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, each entity described in clause (ii) of the definition of “Loan Fund Joint Venture”) the Borrower severally (and neither jointly nor jointly and severally) 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 Applicable 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 second anniversary of the Commitments may Restatement Date and (b) 0.25% of the amount of such reduction, if such reduction occurs after the second anniversary of the Restatement Date and ninety (90) days prior to the third anniversary of the Restatement Date. Each reduction shall be reinstatedmade ratably among the Lenders in accordance with their respective Revolver Commitments.

Optional Termination or Reduction of Commitments. (a) The Borrowers shall have the right Borrower may, subject to any applicable prepayments pursuant to Section 2.11, upon at any time and from time to time prior to the Termination Date upon three least 3 Business Days’ (or such shorter period as the Administrative Agent shall agree) prior written Day's irrevocable notice to the Administrative Agent and the Multicurrency Agent, terminate at any time, or proportionately reduce from time to reduce time by an aggregate amount of at least $50,000,000 2,000,000 or a any larger integral multiple of $10,000,000 1,000,000, the unborrowed portion of the Aggregate Tranche A Commitment Amount Commitments; provided, however: (1) each termination 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 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 orreduction, 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 permanent and irrevocable; (2) no such termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments and Total Unused Multicurrency Commitments on the date of the Borrowers delivered such termination or reduction; (3) no such reduction pursuant to this Section 2.5(a), 2.08 shall result in the Administrative Agent will notify the Applicable Banks aggregate Commitments of all of the substance thereof. Upon Lenders being reduced to an amount less than $20,000,000, unless the Revolver Commitments and the Multicurrency 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 any such termination; (4) each reduction or termination, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the respective accounts of the Applicable Banks Commitments shall be applied to reduce ratably the full amount of Revolver Commitments and the Multicurrency Commitments; and (5) any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments may shall terminate both the Revolver Commitments and the Multicurrency Commitments. Each reduction shall be reinstatedmade ratably among the applicable Lenders in accordance with their respective Commitments of such Class being reduced.

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 Amount Revolver Commitments; provided, however: (1) each termination 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 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 orreduction, 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 permanent and irrevocable; (2) no such termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments on the date of the Borrowers delivered such termination or reduction; (3) no such reduction pursuant to this Section 2.5(a), 2.08 shall result in the Administrative Agent will notify the Applicable 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, each entity described in clause (ii) of the definition of “Loan Fund Conformed Credit Agreement - Page 49 ‌ ‌ ​ Joint Venture”) the Borrower severally (and neither jointly nor jointly and severally) 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 Applicable 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 second anniversary of the Commitments may Restatement Date and (b) 0.25% of the amount of such reduction, if such reduction occurs after the second anniversary of the Restatement Date and ninety (90) days prior to the third anniversary of the Restatement Date. Each reduction shall be reinstatedmade ratably among the Lenders in accordance 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 Obligations and (A) 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 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 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 Tranche B Commitment Amounts, as applicable, of each Commitments 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 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 Applicable Bank’s Tranche A Bank in accordance with its Commitment and/or Tranche B Commitment, as applicable, shall be terminated. Promptly after receiving any notice Percentage of the Borrowers delivered pursuant to this Section 2.5(a), the Administrative Agent will notify the Applicable Banks Outstanding Amount of the substance thereof. Upon the effective date Obligations in excess of any such reduction or termination, 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 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 Interest Period applicable to such Eurocurrency Rate Loan, (b) if any prepayment of a Eurocurrency Rate Loan is required or permitted by a Bank on a date other than the last Business Day of the Interest Period applicable thereto, the Company shall indemnify the Bank receiving any such prepayment in accordance with Section 1.18, (c) the Company shall not terminate or reduce the Aggregate Commitments may if, 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 be reinstatedautomatically reduced by the amount of such excess.

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 Amount Revolver 140760.01015/122598522v.1140760.01015/122598522v.9 43991335.2 EXHIBIT 10.1 Commitments; provided, however: (1) each termination 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 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 orreduction, 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 permanent and irrevocable; (2) no such termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments on the date of the Borrowers delivered such termination or reduction; (3) no such reduction pursuant to this Section 2.5(a), 2.08 shall result in the Administrative Agent will notify the Applicable 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, each entity described in clause (ii) of the definition of “Loan Fund Joint Venture”) the Borrower severally (and neither jointly nor jointly and severally) 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 Applicable 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 second anniversary of the Commitments may Restatement Date and (b) 0.25% of the amount of such reduction, if such reduction occurs after the second anniversary of the Restatement Date and ninety (90) days prior to the third anniversary of the Restatement Date. Each reduction shall be reinstatedmade ratably among the Lenders in accordance with their respective Revolver Commitments.

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 Amount 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 Amount aggregate amount of the Revolving Commitments of any Class or Swingline Commitments (which shall as applicable) after any such reduction must be accompanied by prepaid at the time of such reduction, together with any related amounts payable under Section 2.13 in connection therewith and (ii) a corresponding notice of termination or reduction of the aggregate Commitment Amounts 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 permanent. Each reduction 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 Tranche B Commitment Amounts, as applicable, Commitments of each of any Class shall be made ratably among 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 respective Commitments 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 Section 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, 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 reinstatedClass.

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 Commitment Amount 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 Aggregate Tranche B Commitment Amount (which shall be accompanied by a corresponding reduction of delivery to 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 Tranche B Commitment Amounts, as applicable, 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 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 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 Applicable Bank’s Tranche A Commitment and/or Tranche B Commitment, as applicable, shall be terminated. Promptly after receiving any notice Bank of the Borrowers delivered pursuant to this Section 2.5(a), the Administrative Agent will notify the Applicable Banks outstanding principal amount of the substance thereof. Upon the effective date Revolving Credit Note of any such reduction or termination, each Borrower severally (and neither jointly nor jointly and severally) shall pay to the Administrative Agent for the respective accounts Bank in excess of the Applicable 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 of any Commitment pursuant to this clause (b) requires the payment of a Eurodollar Loan or Bid Auction Advance, the termination or reduction of such Commitment Amounts or termination may be made only on the last Business Day of the Commitments may be reinstatedInterest 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 other than the last Business Day of the Interest Period applicable thereto, the Company shall indemnify the Bank receiving any such prepayment in accordance with Section 1.17.

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 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 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 Section 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, 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.

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 Amount Revolver Commitments; provided, however: (1) each termination 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 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 orreduction, 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 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 2.5(a), 2.08 shall result in the Administrative Agent will notify the Applicable 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, each entity described in clause (ii) of the definition of “Loan Fund Joint Venture”) the Borrower severally (and neither jointly nor jointly and severally) 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 Applicable 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 RestatementSixth Amendment Effective Date and (b) 0.25% of the amount of such reduction, if such reduction occurs after the secondfirst anniversary of the RestatementSixth Amendment Effective Date and ninety (90) days prior to the third anniversary of the RestatementSixth Amendment Effective Date. Each reduction shall be reinstatedmade ratably among the Lenders in accordance with their respective Revolver Commitments.

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 or Swingline Commitments shall not be terminated if Revolving Loans 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 Amount Commitments of any Class; provided that (i) in the case of the reduction of Revolving Commitments or Swingline Commitments, any outstanding principal amount of Revolving Loans or Swingline Loans (as applicable) that would exceed the Aggregate Tranche B Commitment Amount aggregate amount of the Revolving Commitments or Swingline Commitments (which shall as applicable) after any such reduction must be accompanied by prepaid at the time of such reduction, together with any related amounts payable under Section 2.13 in connection therewith and (ii) a corresponding notice of termination or reduction of the aggregate Commitment Amounts Revolving Commitments 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 permanent. Each reduction 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 Tranche B Commitment Amounts, as applicable, Commitments of each of any Class shall be made ratably among 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 respective Commitments 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 Section 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, 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 reinstatedClass.

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 Domestic 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 Amount 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 Amount aggregate amount of the Revolving Commitments of any Class or Swingline Commitments (which shall as applicable) after any such reduction must be accompanied by prepaid at the time of such reduction, together with any related amounts payable under Section 2.13 in connection therewith and (ii) a corresponding notice of termination or reduction of the aggregate Commitment Amounts 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 permanent. Each reduction 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 Tranche B Commitment Amounts, as applicable, Commitments of each of any Class shall be made ratably among 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 respective Commitments 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 Section 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, 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 reinstatedClass.