Common use of Termination or Reduction of Revolving Credit Commitments Clause in Contracts

Termination or Reduction of Revolving Credit Commitments. The Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit Commitments; provided that (ia) no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments, (b) any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof (or the remaining amount of the Revolving Credit Commitments), (c) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five A.M. New York City time, three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (ivd) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit L/C Commitment or the Swing Line Sublimit Commitment exceeds the amount of the Aggregate Revolving Credit CommitmentsCommitment, such Sublimit Commitment shall be automatically reduced by the amount of such excess; provided, further, that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, transactions or borrowings in general, 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. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Commitment shall be paid on the effective date of such termination. Any reduction shall reduce permanently the Revolving Credit Commitments then in effect.

Termination or Reduction of Revolving Credit Commitments. The Company Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 10,000,000.00 or any a whole multiple of $1,000,000 1,000,000.00 in excess thereofthereof , (iii) the Company Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings Facility Usage would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit Commitment exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit each shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, Swing Line pro rata or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyBorrower or required by clause (iv). Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentagepro rata. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit Commitments; provided that (ia) no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments, (b) any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof (or the remaining amount of the Revolving Credit Commitments), (c) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five A.M. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (ivd) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit L/C Commitment or the Swing Line Sublimit Commitment exceeds the amount of the Aggregate Revolving Credit CommitmentsCommitment, such Sublimit Commitment shall be automatically reduced by the amount of such excess; provided, further, that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, transactions or borrowings in general, 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. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Commitment shall be paid on the effective date of such termination. Any reduction shall reduce permanently the Revolving Credit Commitments then in effect.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments (ratably among the Lenders in proportion to their Ratable Shares); provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Revolving Credit Outstandings Facility Usage would exceed the Aggregate aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction Commitments of the Aggregate Lenders and provided further that in the event the Revolving Credit Commitments, the Alternative Currency Sublimit, Commitments are reduced to an aggregate amount less than the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Swingline Loan Commitment reduction shall not be applied to the Alternative Currency Sublimitthen in effect, the Letter of Credit Sublimit or and the Swing Line Swingline Loan Commitment, as applicable, shall be reduced by an amount such that none of the Letter of Credit Sublimit unless otherwise specified by and the CompanySwingline Loan Commitment, as applicable, exceed the Revolving Credit Commitments. Any such reduction of shall be in an amount equal to $5,000,000, or a whole multiple thereof, and shall reduce permanently the Aggregate Revolving Credit Commitments then in effect. Any such reduction or termination shall be applied accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.10 hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitment of each Lender according Commitments as so reduced or terminated. Any notice to its Applicable Revolving Credit Percentage. All fees accrued until reduce the effective date of any termination of the Aggregate Revolving Credit Commitments under this Section 2.4 shall be paid on the effective date of such terminationirrevocable.

Termination or Reduction of Revolving Credit Commitments. The Company Borrower may, upon notice to the Administrative Agent, terminate terminate, in whole or in part, the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. (a) The Company Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit CommitmentsFacility or the Letter of Credit Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility or the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Company Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and Facility or (ivB) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit; provided that, in each case, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or any other transaction or event, in which case such notice may be revoked by the Borrower if such condition is not satisfied. (b) Unless previously terminated, the Revolving Credit Facility shall be reduced to zero automatically and permanently on the last day of the Availability Period. (c) If after giving effect to any reduction or termination of the Aggregate Revolving Credit CommitmentsFacility pursuant to this Section 2.07, the Alternative Currency Sublimit, Competitive Loan Sublimit or the Letter of Credit Sublimit exceeds the Revolving Credit Facility at such time, the Competitive Loan Sublimit or the Swing Line Sublimit exceeds Letter of Credit Sublimit, as the amount of the Aggregate Revolving Credit Commitmentscase may be, such Sublimit shall be automatically reduced by the amount of such excess. . (d) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit CommitmentsFacility pursuant to this Section 2.07. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of Upon any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to Facility, the Revolving Credit Commitment of each Lender according to its shall be reduced by such Lender’s Applicable Revolving Credit PercentagePercentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Facility shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. (a) The Company Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstanding Amount of the Credit Outstandings Extensions would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (ivC) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (c) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitments under this Section 2.07. Upon any reduction of the Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its shall be reduced by such Lender’s Applicable Revolving Credit PercentagePercentage of such reduction amount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) in respect of the Revolving Credit Commitments accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrowing Agent shall have the right, upon not less than three (3) Business Days’ notice to the Administrative AgentAgent (and the Administrative Agent shall promptly after receipt of such notice notify the Lenders thereof), to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments (ratably among the Lenders in proportion to their Ratable Shares); provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Revolving Credit Outstandings Facility Usage would exceed the Aggregate aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction Commitments of the Aggregate Lenders and provided further that in the event the Revolving Credit Commitments, Commitments are reduced to an aggregate amount less than the Alternative Currency SublimitLetter of Credit Sublimit then in effect, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the an amount such that none of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or exceed the Swing Line Sublimit unless otherwise specified by the CompanyRevolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple of $100,000 in excess thereof and shall reduce permanently the Aggregate Revolving Credit Commitments then in effect. Any such reduction or termination shall be applied accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.10 hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitment of each Lender according Commitments as so reduced or terminated. Any notice to its Applicable Revolving Credit Percentage. All fees accrued until reduce the effective date of any termination of the Aggregate Revolving Credit Commitments under this Section 2.4 shall be paid on the effective date of such terminationirrevocable.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments (ratably among the Lenders in proportion to their Ratable Shares); provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Revolving Credit Outstandings Facility Usage would exceed the Aggregate aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction Commitments of the Aggregate Lenders; and provided, further, that in the event the Revolving Credit Commitments, the Alternative Currency Sublimit, Commitments are reduced to an aggregate amount less than the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Swingline Loan Commitment reduction shall not be applied to the Alternative Currency Sublimitthen in effect, the Letter of Credit Sublimit or and the Swing Line Swingline Loan Commitment, as applicable, shall be reduced by an amount such that none of the Letter of Credit Sublimit unless otherwise specified by and the CompanySwingline Loan Commitment, as applicable, exceed the Revolving Credit Commitments. Any such reduction shall be in integral multiples of $1,000,000 and an amount equal to no less than $5,000,000, and shall reduce permanently the Aggregate Revolving Credit Commitments then in effect. Any such reduction or termination shall be applied accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.10 hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitment of each Lender according Commitments as so reduced or terminated. Any notice to its Applicable Revolving Credit Percentage. All fees accrued until reduce the effective date of any termination of the Aggregate Revolving Credit Commitments under this Section 2.4 shall be paid on the effective date of such terminationirrevocable.

Termination or Reduction of Revolving Credit Commitments. (a) The Company Borrowers may, upon notice from the Parent Borrower to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, Commitments or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 2:00 p.m. ten (10) Business Days prior to the date of termination or reduction, as the case may be, (ii) any such notice shall be irrevocable (except in the case of a termination, such notice shall be irrevocable only beginning three days prior to the date of the proposed termination), (iii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, 5,000,000 and (iiiiv) the Company Borrowers shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Extensions of Credit Outstandings would exceed the Aggregate Line Cap. Each such reduction or termination shall be applied ratably to the Revolving Credit Commitments, and Commitments of each Lender. (ivb) ifIf, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit L/C Commitment or the Swing Line Sublimit Commitment exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit Revolving Credit Commitment shall be automatically reduced by the amount of such excess. (c) Upon the Revolving Credit Termination Date, the Revolving Credit Commitments of the Lenders shall be terminated in full, and the Borrowers shall pay, in full and in cash, all outstanding Revolving Credit Loans then owing by them to the Lenders. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit L/C Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentageunder this Section 2.02. All fees accrued until the effective date of any such termination of the Aggregate Revolving Credit Commitments or reduction shall be paid on the effective date of such terminationtermination or reduction.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit Commitments; provided that (ia) no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments, (b) any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof (or the remaining amount of the Revolving Credit Commitments), (c) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five A.M. New York City time, three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (ivd) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit L/C Commitment or the Swing Line Sublimit Commitment exceeds the amount of the Aggregate Revolving Credit CommitmentsCommitment, such Sublimit Commitment shall be automatically reduced by the amount of such excess; provided, further, that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, transactions or borrowings in general, in which case such notice may be revoked the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Commitment shall be paid on the effective date of such termination. Any reduction shall reduce permanently the Revolving Credit Commitments then in effect.

Termination or Reduction of Revolving Credit Commitments. (a) The Company mayParent Borrower shall have the right, upon not less than three Business Days’ notice (provided that any such notice may be conditioned on the occurrence of a transaction or other event and, if such condition is not satisfied on or prior to the date of the applicable termination or reduction, may be revoked by the Parent Borrower in a written notice to the Administrative Agent) to the Administrative Agent, to terminate the Aggregate USD Revolving Credit CommitmentsCommitments or the Multicurrency Revolving Credit Commitments or, or from time to time permanently time, to reduce the Aggregate amount of the USD Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments; provided that no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans made on the effective date thereof, the (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to Total USD Revolving Extensions of Credit would exceed the date of termination Total USD Revolving Credit Commitments or reduction, (ii) any the Total Multicurrency Revolving Extensions of Credit would exceed the Total Multicurrency Revolving Credit Commitments. Any such partial reduction shall be in an aggregate amount of equal to $10,000,000 1,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) and shall reduce permanently the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments ifthen in effect. (b) The Parent Borrower shall have the right, after giving effect thereto and upon not less than three Business Days’ notice (provided that any such notice may be conditioned on the occurrence of a transaction or other event and, if such condition is not satisfied on or prior to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction date of the Aggregate Revolving Credit Commitmentsapplicable termination or reduction, may be revoked by the Alternative Currency SublimitParent Borrower in a written notice to the Administrative Agent) to the Administrative Agent, to terminate the Letter of Credit Sublimit or the Swing Line Sublimit exceeds Delayed Draw Term Loan Commitments or, from time to time, to reduce the amount of the Aggregate Revolving Credit Delayed Draw Term Loan Commitments, . Any such Sublimit reduction shall be automatically reduced by in an amount equal to $1,000,000, or a whole multiple of $1,000,000 in excess thereof, and shall reduce permanently the amount of such excessDelayed Draw Term Loan Commitments then in effect. The Administrative Agent will promptly notify Delayed Draw Term Loan Commitment shall be reduced to zero upon the Lenders earlier of (i) the occurrence of the Delayed Draw Term Loan Commitment Termination Date and (ii) except with respect to a Defaulting Lender, if any (to the extent of any such notice of termination or reduction of applicable unfunded amount), immediately after the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid funding thereof on the effective date of such terminationFiltration Acquisition Closing Date.

Termination or Reduction of Revolving Credit Commitments. (a) The Company Borrowers may, upon notice from the Parent Borrower to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, Commitments or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 2:00 p.m. fifteen Business Days prior to the date of termination or five Business Days prior to the date of reduction, as the case may be, (ii) any such notice shall be irrevocable (except in the case of a termination, such notice shall be irrevocable only beginning three days prior to the date of the proposed termination), (iii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, 5,000,000 and (iiiiv) the Company Borrowers shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Extensions of Credit Outstandings would exceed the Aggregate Line Cap. Each such reduction or termination shall be applied ratably to the Revolving Credit Commitments, and Commitments of each Lender. (ivb) ifIf, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit L/C Commitment or the Swing Line Sublimit Commitment exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit Commitment shall be automatically reduced by the amount of such excess. (c) Upon the Revolving Credit Termination Date, the Revolving Credit Commitments of the Lenders shall be terminated in full, and the Borrowers shall pay, in full and in cash, all outstanding Revolving Credit Loans then owing by them to the Lenders. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit L/C Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentageunder this Section 2.02. All fees accrued until the effective date of any such termination of the Aggregate Revolving Credit Commitments or reduction shall be paid on the effective date of such terminationtermination or reduction.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments with respect to any Facility or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments with respect to any Facility (ratably among the Lenders under such Facility in proportion to their Ratable Shares under such Facility); provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any reduction of such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans with respect to such Revolving Credit Commitments subject to such termination or reduction made on the effective date thereof, the Total Revolving Credit Outstandings Facility Usage of such Facility would exceed the Aggregate aggregate Revolving Credit Commitments, Commitments of such Facility and (ivii) if, after giving effect to any reduction of the Aggregate such Revolving Credit Commitments, the Alternative Currency Letter of Credit Sublimit, the Letter of Credit Sublimit Swing Loan Commitment or the Swing Line Green Loan Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsCommitments under such Facility, such Letter of Credit Sublimit, Swing Loan Commitment or Green Loan Sublimit under such Facility, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied in an amount equal to $5,000,000, or a whole multiple thereof, and shall reduce permanently the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments with respect to such Facility then in effect. Any such reduction or termination shall be applied accompanied by prepayment of the Notes with respect to such Facility, together with outstanding Commitment Fees with respect to such Facility, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage with respect to such Facility after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitment Commitments of each Lender according such Facility as so reduced or terminated. Any notice to its Applicable Revolving Credit Percentage. All fees accrued until reduce the effective date of any termination of the Aggregate Revolving Credit Commitments under this Section 2.4 shall be paid on the effective date of such terminationirrevocable.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three Business Days’ notice to the Administrative AgentAgent (who shall reasonably promptly notify each Lender), to terminate the Aggregate Revolving Credit CommitmentsCommitments of any Facility or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments of any Facility; provided provided, that the Borrower may rescind or postpone any notice of termination or reduction (i) any such by notice shall be received by to the Administrative Agent not later than 11:00 a.m. five Business Days on or prior to the date specified effective date) if such notice is conditioned upon the effectiveness of other financing arrangements or the consummation of other transactions and if such condition is not satisfied or is delayed; provided further, that such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) permitted only to the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments ifextent that, after giving effect thereto and to any concurrent prepayments hereunderof the Swing Line Loans made on the effective date thereof, (A) the Total Revolving Credit Outstandings would sum of the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Aggregate Swing Line Commitment and (B) the sum of (x) the aggregate principal amount of Swing Line Loans outstanding at any time plus (y) the L/C Obligations shall not exceed the Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect. No such reduction shall reduce the L/C Commitment or Swing Line Commitment unless either (iva) if, Borrower so requests or (b) the aggregate amount of the L/C Commitment and the Swing Line Commitment prior to giving effect to such reduction shall be greater than the Revolving Credit Commitments after giving effect to any such reduction in which case each of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or L/C Commitment and the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit Commitment shall be automatically reduced by the amount of ratably in order to eliminate such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments (ratably among the Lenders in proportion to their Ratable Shares); provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Revolving Credit Outstandings Facility Usage would exceed the Aggregate aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction Commitments of the Aggregate Lenders; provided, further, that in the event the Revolving Credit Commitments, Commitments are reduced to an aggregate amount less than the Alternative Currency SublimitLetter of Credit Commitments or the Swingline Loan Sublimit then in effect, the Letter of Credit Sublimit or Commitment and the Swing Line Sublimit exceeds the Swingline Loan Sublimit, as applicable, shall be reduced by an amount such that none of the Aggregate Revolving Letter of Credit CommitmentsCommitment and the Swingline Loan Sublimit, such Sublimit shall be automatically reduced by as applicable, exceed the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any Any such Aggregate Revolving Credit Commitment reduction shall not be applied in an amount equal to $2,000,000 or a whole multiple thereof, and shall reduce permanently the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments then in effect. Any such reduction or termination shall be applied accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 4.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitment of each Lender according Commitments as so reduced or terminated. Any notice to its Applicable Revolving Credit Percentage. All fees accrued until reduce the effective date of any termination of the Aggregate Revolving Credit Commitments under this Section 2.4 shall be paid on the effective date of such terminationirrevocable.

Termination or Reduction of Revolving Credit Commitments. The Company may(a) Any Specified Borrower shall have the right, upon not less than three (3) Business Days' notice to the Administrative Specified Agent, to terminate the Aggregate Specified Revolving Credit Commitments or, from time to time, reduce the unutilized portion of the amount of the Specified Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided PROVIDED that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Specified Revolving Credit Commitments shall be applied accompanied by prepayment (or payment of cash collateral, as applicable in the case of Specified Accommodations) in full of the Specified Revolving Credit Loans, Specified Swing Line Loans and Specified Accommodation Obligations then outstanding in excess of the Specified Revolving Credit Commitments as so reduced, together with accrued interest thereon to the date of such prepayment, cancellation of all Specified Accommodations and the payment of any unpaid commitment fee then accrued hereunder. Any such reduction shall be in a minimum Equivalent Amount of $1,000,000, and shall reduce permanently the amount of the Specified Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit PercentageCommitments then in effect and shall further include any amounts due in respect thereof under subsection 4.8. All fees accrued until the effective date of any Upon termination of the Aggregate Specified Revolving Credit Commitments Commitments, any Specified Accommodation then outstanding which has been fully cash collateralized shall no longer be considered an "Accommodation" as defined in subsection 1.1, and any Specified Accommodation Participating Interest heretofore granted by the Specified Issuing Lender to the Specified Revolving Credit Lenders in such Specified Accommodation shall be paid on deemed terminated but the effective date fees payable under subsection 3.3 shall continue to accrue to the Specified Issuing Lender with respect to such Specified Letter of such terminationCredit until the expiry thereof.

Termination or Reduction of Revolving Credit Commitments. The Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, Swing Line Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments (ratably among the Lenders in proportion to their Ratable Shares); provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Revolving Credit Outstandings Facility Usage would exceed the Aggregate aggregate Revolving Credit CommitmentsCommitments of the Lenders. Any such reduction shall be in an amount equal to $1,000,000.00, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect. Any such reduction or termination shall be accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid (ivand all amounts referred to in Section 5.10 [Indemnity] hereof) if, to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to any reduction of such prepayments to be equal to or less than the Aggregate Revolving Credit Commitments, Commitments as so reduced or terminated. Any notice to reduce the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit Commitments under this Section 2.4 shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such irrevocable; provided that a notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall 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 may be applied revoked by the Borrower (by notice to the Revolving Credit Commitment of each Lender according Administrative Agent on or prior to its Applicable Revolving Credit Percentage. All fees accrued until the specified effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of date) if such terminationcondition is not satisfied.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments without premium or penalty; provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Revolving Extensions of Credit Outstandings would exceed the Aggregate Total Revolving Credit Commitments. Any such reduction shall be in an amount equal to $500,000, or a whole multiple thereof, and (ivshall reduce permanently the Revolving Credit Commitments then in effect. The foregoing requirements of this Section 2.8 shall not apply to the termination of the Incremental Revolving Credit Commitments corresponding to the Third Amendment Incremental Revolver Increase so long as such Revolving Credit Commitments are terminated in accordance with the terms of Section 2.2(a)(ii) ifor Section 2.27. If, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this SectionExcept as provided above, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit L/C Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyBorrower. Any The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Aggregate Revolving Credit Commitments shall be applied effective on the date specified in the Borrower’s notice and, with the exception of the termination of the Incremental Revolving Credit Commitments corresponding to the Third Amendment Incremental Revolver Increase in accordance with the terms of Section 2.2(a)(ii) or Section 2.27, shall reduce the Revolving Credit Commitment of each Lender according proportionately to its Applicable Revolving Credit Percentage. All fees accrued until the effective date Pro Rata Share thereof; provided that a notice of any termination or partial reduction of the Aggregate Revolving Credit Commitments shall may state that such notice is conditional upon the effectiveness of other credit facilities, the receipt of proceeds from the issuance of other Indebtedness or the Disposition of assets or the closing of a merger or acquisition transaction, in which case such notice of termination or partial reduction may be paid revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the effective date of specified date) if such terminationcondition is not satisfied or delayed in effectiveness.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments (ratably among the Lenders in proportion to their Ratable Shares); provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Revolving Credit Outstandings Facility Usage would exceed the Aggregate aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction Commitments of the Aggregate Lenders. and provided further that in the event the Revolving Credit Commitments, the Alternative Currency Sublimit, Commitments are reduced to an aggregate amount less than the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Swingline Loan Commitment reduction shall not be applied to the Alternative Currency Sublimitthen in effect, the Letter of Credit Sublimit or and the Swing Line Swingline Loan Commitment, as applicable, shall be reduced by an amount such that none of the Letter of Credit Sublimit unless otherwise specified by and the CompanySwingline Loan Commitment, as applicable, exceed the Revolving Credit Commitments. Any such reduction of shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Aggregate Revolving Credit Commitments then in effect. Any such reduction or termination shall be applied accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitment of each Lender according Commitments as so reduced or terminated. Any notice to its Applicable Revolving Credit Percentage. All fees accrued until reduce the effective date of any termination of the Aggregate Revolving Credit Commitments under this Section 2.4 shall be paid irrevocable; provided that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, debt or equity issuances or other transactions specified therein, 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 of date) if such terminationcondition is not satisfied.

Termination or Reduction of Revolving Credit Commitments. (a) The Company Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit CommitmentsFacility or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Company Borrower shall not terminate or reduce the Aggregate (A) Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, and or (ivB) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. If after giving effect to any reduction or termination of the Aggregate Revolving Credit CommitmentsCommitments under this Section 2.06, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility at such time, such the Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06. Upon any reduction of the Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its shall be reduced by such Lender’s Applicable Revolving Credit PercentagePercentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Facility shall be paid on the effective date of such termination.. Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of termination of Revolving Credit Commitments under this Section 2.06 not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Revolving Credit Commitments, which refinancing shall not be consummated or shall otherwise be delayed

Termination or Reduction of Revolving Credit Commitments. (a) The Company mayBorrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate Dollar Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Dollar Revolving Credit Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Dollar Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Dollar Revolving Credit Loans and Dollar Swing Line Loans made on the effective date thereof, the Total Dollar Revolving Extensions of Credit Outstandings would exceed the Aggregate Total Dollar Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Dollar Revolving Credit Commitments then in effect. (ivb) The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Multicurrency Revolving Credit Commitments or, from time to time, to reduce the aggregate amount of the Multicurrency Revolving Credit Commitments; provided that no such termination or reduction of Multicurrency Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any reduction prepayments of the Aggregate Multicurrency Revolving Credit Loans made on the effective date thereof, the Total Multicurrency Revolving Extensions of Credit would exceed the Total Multicurrency Revolving Credit Commitments; provided that no such termination or reduction of Multicurrency Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Multicurrency Revolving Credit Loans and Euro Swing Line Loans made on the effective date thereof, the Alternative Currency Sublimit, the Letter Total Multicurrency Revolving Extensions of Credit Sublimit would exceed the Total Multicurrency Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Swing Line Sublimit exceeds Multicurrency Revolving Credit Commitments then in effect. (c) The German Borrower shall have the right, upon not less than three Business Days notice to the Administrative Agent to terminate the German Revolving Credit Commitments or, from time to time, to reduce the aggregate amount of the Aggregate German Revolving Credit Commitments; provided, that no such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate German Revolving Credit Commitments shall be applied permitted if, after giving effect thereto and to any prepayments of the German Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid Loans and German Swing Line Loans made on the effective date thereof, the aggregate amount of Total German Revolving Extensions of Credit would exceed the aggregate amount of Total German Revolving Credit Commitments. Any such terminationreduction shall be in an amount equal to €1,000,000, or a whole multiple thereof, and shall reduce permanently the applicable German Revolving Credit Commitments then in effect.

Termination or Reduction of Revolving Credit Commitments. The Company Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit CommitmentsFacility, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 12:00 p.m. two Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit Facility or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility, such then the Swing Line Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit CommitmentsFacility. Subject to clause (iv) of the proviso to the first sentence of this Section, the The amount of any such Aggregate reduction of the Revolving Credit Commitment reduction Facility shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyBorrower. Any reduction of the Aggregate Revolving Credit Commitments Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Facility shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments (ratably among the Lenders in proportion to their Ratable Shares); provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Revolving Credit Outstandings Facility Usage would exceed the Aggregate aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction Commitments of the Aggregate Lenders; and provided further that in the event the Revolving Credit Commitments, the Alternative Currency Sublimit, Commitments are reduced to an aggregate amount less than the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Loan Commitment reduction shall not be applied to the Alternative Currency Sublimitthen in effect, the Letter of Credit Sublimit or and the Swing Line Loan Commitment, as applicable, shall be reduced by an amount such that none of the Letter of Credit Sublimit unless otherwise specified by and the CompanySwingline Loan Commitment, as applicable, exceed the Revolving Credit Commitments. Any such reduction of shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Aggregate Revolving Credit Commitments then in effect. Any such reduction or termination shall be applied accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitment of each Lender according Commitments as so reduced or terminated. Any notice to its Applicable Revolving Credit Percentage. All fees accrued until reduce the effective date of any termination of the Aggregate Revolving Credit Commitments under this Section 2.4 [Termination or Reduction of Revolving Credit Commitments] shall be paid on the effective date of such terminationirrevocable.

Termination or Reduction of Revolving Credit Commitments. The Company Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that the Revolving Credit Commitments may not be reduced below $100,000,000 (except in connection with a termination of the Revolving Credit Commitments and payment in full of the Obligations thereunder) without the consent of (a) the Administrative Agent and (b) Xxxxx Fargo (but solely, in the case of this clause (b), for so long as Xxxxx Fargo is a Revolving Credit Lender hereunder and is a Syndication Agent); and, provided further, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 3:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company Borrowers shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued pursuant to Section 2.09 until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three Business Days’ notice to the Administrative AgentAgent (who shall reasonably promptly notify each Lender), to terminate the Aggregate Revolving Credit CommitmentsCommitments of any Facility or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments of any Facility; provided provided, that the Borrower may rescind or postpone any notice of termination or reduction (i) any such by notice shall be received by to the Administrative Agent not later than 11:00 a.m. five Business Days on or prior to the date specified effective date) if such notice is conditioned upon the effectiveness of other financing arrangements or the consummation of other transactions and if such condition is not satisfied or is delayed; provided further, that such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) permitted only to the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments ifextent that, after giving effect thereto and to any concurrent prepayments hereunderof the Swing Line Loans made on the effective date thereof, (A) the Total Revolving Credit Outstandings would sum of the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Aggregate Swing Line Commitment and (B) the sum of (x) the aggregate principal amount of Swing Line Loans outstanding at any time plus (y) the L/C Obligations shall not exceed the Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect; provided, further, any reduction of the first $131,000,000 in Series B Replacement Revolving Commitments in the aggregate, shall solely be for the benefit of and be applied to reduce the Series B Replacement Revolving Commitments evidenced by the First Incremental Amendment, ratably in accordance with such Series B Replacement Revolving Commitments. No such reduction shall reduce the L/C Commitment or Swing Line Commitment unless either (iva) if, Borrower so requests or (b) the aggregate amount of the L/C Commitment and the Swing Line Commitment prior to giving effect to such reduction shall be greater than the Revolving Credit Commitments after giving effect to any such reduction in which case each of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or L/C Commitment and the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit Commitment shall be automatically reduced by the amount of ratably in order to eliminate such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. The Company Borrower may, upon notice to the Administrative Agent, voluntarily terminate the Aggregate Revolving Credit Commitments, or from time to time time, voluntarily permanently reduce the Aggregate Revolving Credit Commitments; provided PROVIDED that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Commitment Percentage. All fees Commitment Fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. (a) The Company may, Borrowers may upon irrevocable written notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; , provided that that: (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Company Borrowers shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Aggregate Revolver Outstandings would exceed the Aggregate aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments under this Section 3.2(a). Upon any reduction of the Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according shall be reduced by such Lender’s Pro Rata Share of such reduction amount. (b) The Borrowers may terminate this Agreement upon at least three (3) Business Days’ prior written notice to its Applicable the Agent and the Lenders, upon (a) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit Percentage(or, to the extent not so cancelled and returned, the deposit with the Agent of Supporting Letters of Credit or cash collateral for such outstanding Letters of Credit in accordance with and as required by Section 1.5(g)), (b) the payment in full in cash of all reimbursable expenses and other Obligations, and (c) with respect to any SOFR Revolving Loans and BA EquivalentCORRA Revolving Loans prepaid, payment of the amounts due under Section 4.4, if any. All fees accrued until In connection with any such permitted termination by the effective date Borrowers, the Agent shall provide a customary form of payoff letter setting forth all amounts due to the Agent and the Lenders hereunder, which payoff letter shall include Agent’s termination of Agent’s Liens and release of all Collateral and agreement to execute and deliver, at the Borrowers’ sole expense, such release documents as may be reasonably necessary to reflect such termination, release and repayment. (c) Any termination notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein, in which case such notice may be revoked by the Borrowers (by written notice to the Agent) on or prior to the proposed termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of date) if such terminationcondition is not satisfied.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative AgentAgent (or such shorter period as the Administrative Agent may agree in its discretion), to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments (ratably among the Lenders in proportion to their Ratable Shares); provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Revolving Credit Outstandings Facility Usage would exceed the Aggregate aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction Commitments of the Aggregate Lenders; and provided further that in the event the Revolving Credit Commitments, the Alternative Currency Sublimit, Commitments are reduced to an aggregate amount less than the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Loan Commitment reduction shall not be applied to the Alternative Currency Sublimitthen in effect, the Letter of Credit Sublimit or and the Swing Line Loan Commitment, as applicable, shall be reduced by an amount such that neither of the Letter of Credit Sublimit unless otherwise specified by and the CompanySwing Loan Commitment, as applicable, exceed the Revolving Credit Commitments. Any such reduction of shall be in an amount equal to $5,000,000, or a whole multiple thereof, and shall reduce permanently the Aggregate Revolving Credit Commitments then in effect. Any such reduction or termination shall be applied accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitment of each Lender according Commitments as so reduced or terminated. Any notice to its Applicable reduce the Revolving Credit Percentage. All fees accrued until the effective date Commitments under this Section 2.4 shall be irrevocable; provided that a notice of any termination of the Aggregate Revolving Credit Commitments shall in full delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or debt or equity issuances, in which case such notice may be paid revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of date) if such terminationcondition is not satisfied.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments with respect to any Facility or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments with respect to any Facility (ratably among the Lenders under such Facility in proportion to their Ratable Shares under such Facility); provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any reduction of such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans with respect to such Revolving Credit Commitments subject to such termination or reduction made on the effective date thereof, the Total Revolving Credit Outstandings Facility Usage of such Facility would exceed the Aggregate aggregate Revolving Credit Commitments, Commitments of such Facility and (ivii) if, after giving effect to any reduction of the Aggregate such Revolving Credit Commitments, the Alternative Currency Letter of Credit Sublimit, the Letter of Credit Sublimit Swing Loan Commitment or the Swing Line Green Loan Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsCommitments under such Facility, such Sublimit Letter of Credit Sublimit, Swing Loan Commitment or Green Loan Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied in an amount equal to $5,000,000, or a whole multiple thereof, and shall reduce permanently the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments with respect to such Facility then in effect. Any such reduction or termination shall be applied accompanied by prepayment of the Notes with respect to such Facility, together with outstanding Commitment Fees with respect to such Facility, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage with respect to such Facility after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitment Commitments of each Lender according such Facility as so reduced or terminated. Any notice to its Applicable Revolving Credit Percentage. All fees accrued until reduce the effective date of any termination of the Aggregate Revolving Credit Commitments under this Section 2.4 shall be paid on the effective date of such terminationirrevocable.

Termination or Reduction of Revolving Credit Commitments. (a) The Company Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit CommitmentsFacility, or the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, or the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Company Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, and or (ivB) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. (b) Unless previously terminated, the Revolving Credit Facility shall be reduced to zero automatically and permanently on the last day of the Availability Period. (c) If after giving effect to any reduction or termination of the Aggregate Revolving Credit CommitmentsFacility pursuant to this Section 2.07, the Alternative Currency Competitive Loan Sublimit, or the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility at such time, such the Competitive Loan Sublimit, or the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. . (d) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit CommitmentsFacility pursuant to this Section 2.07. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of Upon any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to Facility, the Revolving Credit Commitment of each Lender according to its shall be reduced by such Lender’s Applicable Revolving Credit PercentagePercentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Facility shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. The Company Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any a whole multiple of $1,000,000 in excess thereof, (iii) the Company Borrowers shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings Facility Usage would exceed the Aggregate Revolving Credit Commitments, Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit Loan Commitment exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit each shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, Swing Loan Commitment pro rata or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyBorrowers or required by clause (iv). Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit PercentageLender pro rata. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. For the avoidance of doubt, if the Revolving Credit Commitments are terminated or reduced pursuant to this Section 5.6, such Revolving Credit Commitments that have been terminated or reduced may not be reinstated by the Borrowers.

Termination or Reduction of Revolving Credit Commitments. (a) The Company Borrowers may, upon notice from the Parent Borrower to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, Commitments or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 2:00 p.m. fifteenten (10) Business Days prior to the date of termination or five Business Days prior to the date of reduction, as the case may be, (ii) any such notice shall be irrevocable (except in the case of a termination, such notice shall be irrevocable only beginning three days prior to the date of the proposed termination), (iii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, 5,000,000 and (iiiiv) the Company Borrowers shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Extensions of Credit Outstandings would exceed the Aggregate Line Cap. Each such reduction or termination shall be applied ratably to the Revolving Credit Commitments, and Commitments of each Lender. (ivb) ifIf, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit L/C Commitment or the Swing Line Sublimit Commitment exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit Revolving Credit Commitment shall be automatically reduced by the amount of such excess. (c) Upon the Revolving Credit Termination Date, the Revolving Credit Commitments of the Lenders shall be terminated in full, and the Borrowers shall pay, in full and in cash, all outstanding Revolving Credit Loans then owing by them to the Lenders. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit L/C Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentageunder this Section 2.02. All fees accrued until the effective date of any such termination of the Aggregate Revolving Credit Commitments or reduction shall be paid on the effective date of such terminationtermination or reduction.

Termination or Reduction of Revolving Credit Commitments. (a) The Company mayBorrower shall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Credit Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Revolving Extensions of Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Total Revolving Credit Commitments. Subject Any such reduction shall be in an amount equal to clause $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect. (ivb) In the event that the Borrower or any of its Subsidiaries shall receive Net Proceeds from any Specified Disposition and all or any portion of such Net Proceeds shall not have been applied within 365 days after such receipt thereof to reinvestment in the business of the proviso to the first sentence of this SectionBorrower and its Subsidiaries, the such amount of any Net Proceeds not so applied shall, on such Aggregate Revolving Credit Commitment reduction shall not 365th day, immediately be applied to reduce permanently the Alternative Currency Sublimit, the Letter Revolving Credit Commitments by an amount equal to such amount of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyNet Proceeds not so applied. Any such reduction of the Aggregate Revolving Credit Commitments shall be applied to accompanied by prepayment of the Revolving Credit Commitment Loans to the extent, if any, that the Total Revolving Extensions of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until exceed the effective date of any termination amount of the Aggregate Total Revolving Credit Commitments shall be paid on as so reduced, provided that if the effective date aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such terminationexcess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Agents.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrowers shall have the right, upon not less than three (3) Business Days’ (or such shorter period to which the Administrative Agent may in its sole discretion agree in writing) notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments (ratably among the Lenders in proportion to their Ratable Shares); provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Revolving Credit Outstandings Facility Usage would exceed the Aggregate aggregate Revolving Credit CommitmentsCommitments of the Lenders. Any such reduction shall be in an amount equal to $10,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect. Any such reduction or termination shall be accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid (ivand all amounts referred to in Section 5.10 [Indemnity] hereof) if, to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to any reduction of such prepayments to be equal to or less than the Aggregate Revolving Credit Commitments, Commitments as so reduced or terminated. Any notice to reduce the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit Commitments under this Section 2.4 shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such irrevocable; provided that a notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of replacement credit facilities or the closing of one or more securities offerings, in which case such notice may be applied revoked by the Borrowers (by notice to the Revolving Credit Commitment of each Lender according Administrative Agent on or prior to its Applicable Revolving Credit Percentage. All fees accrued until the specified effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of date) if such terminationcondition is not satisfied.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments without premium or penalty; provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Revolving Extensions of Credit Outstandings would exceed the Aggregate Total Revolving Credit Commitments. Any such reduction shall be in an amount equal to $500,000, or a whole multiple thereof, and (iv) ifshall reduce permanently the Revolving Credit Commitments then in effect. If, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this SectionExcept as provided above, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit L/C Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyBorrower. Any The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Aggregate Revolving Credit Commitments shall be applied to effective on the date specified in the Borrower’s notice and shall reduce the Revolving Credit Commitment of each Lender according proportionately to its Applicable Revolving Credit Percentage. All fees accrued until the effective date Pro Rata Share thereof; provided that a notice of any termination or partial reduction of the Aggregate Revolving Credit Commitments shall may state that such notice is conditional upon the effectiveness of other credit facilities, the receipt of proceeds from the issuance of other Indebtedness or the Disposition of assets or the closing of a merger or acquisition transaction, in which case such notice of termination or partial reduction may be paid revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the effective date of specified date) if such terminationcondition is not satisfied or delayed in effectiveness.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three Business Days’ notice to the Administrative AgentAgent (who shall reasonably promptly notify each Lender), to terminate the Aggregate Revolving Credit CommitmentsCommitments of any Facility or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments of any Facility; provided provided, that the Borrower may rescind or postpone any notice of termination or reduction (i) any such by notice shall be received by to the Administrative Agent not later than 11:00 a.m. five Business Days on or prior to the date specified effective date) if such notice is conditioned upon the effectiveness of other financing arrangements or the consummation of other transactions and if such condition is not satisfied or is delayed; provided further, that such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) permitted only to the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments ifextent that, after giving effect thereto and to any concurrent prepayments hereunderof the Swing Line Loans made on the effective date thereof, (A) the Total Revolving Credit Outstandings would sum of the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Aggregate Swing Line Commitment and (B) the sum of (x) the aggregate principal amount of Swing Line Loans outstanding at any time plus (y) the L/C Obligations shall not exceed the Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the ​ ​ Revolving Credit Commitments then in effect; provided, further, any reduction of the first $131,000,000 in Series B Replacement Revolving Commitments in the aggregate, shall solely be for the benefit of and be applied to reduce the Series B Replacement Revolving Commitments evidenced by the First Incremental Amendment, ratably in accordance with such Series B Replacement Revolving Commitments. No such reduction shall reduce the L/C Commitment or Swing Line Commitment unless either (iva) if, Borrower so requests or (b) the aggregate amount of the L/C Commitment and the Swing Line Commitment prior to giving effect to such reduction shall be greater than the Revolving Credit Commitments after giving effect to any such reduction in which case each of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or L/C Commitment and the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit Commitment shall be automatically reduced by the amount of ratably in order to eliminate such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. (a) The Company mayBorrower shall have the right, upon not less than five Business Days' notice to the Administrative Agent, to terminate the Aggregate Revolving Credit Commitments or, from time to time, reduce the unutilized portion of the amount of the Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) the Revolving Credit Commitments shall not be terminated if any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date Letters of termination Credit or reduction, Swing Line Loans are outstanding and (ii) any such partial termination of the Revolving Credit Commitments shall be accompanied by prepayment in full of the Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding, together with accrued interest thereon to the date of such prepayment, cancellation of all Letters of Credit (unless cash collateralized in accordance with the last sentence of this paragraph) and the payment of any unpaid commitment fee then accrued hereunder. Any such reduction shall be in an aggregate amount of $10,000,000 500,000, or any a whole multiple of $1,000,000 100,000 in excess thereof, (iii) and shall reduce permanently the Company shall not terminate or reduce amount of the Aggregate Revolving Credit Commitments if, after giving then in effect thereto and to shall further include any concurrent prepayments hereunder, amounts due in respect thereof under subsection 4.9. Upon termination of the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or then outstanding which has been fully cash collateralized upon terms reasonably satisfactory to the Swing Line Sublimit exceeds Administrative Agent and the amount Issuing Lender shall no longer be considered a "Letter of the Aggregate Revolving Credit CommitmentsCredit" as defined in subsection 1.1, such Sublimit shall be automatically reduced and any L/C Participating Interest heretofore granted by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied Issuing Lender to the Revolving Credit Commitment Lenders in such Letter of each Credit shall be deemed terminated but the letter of credit fees payable under subsection 3.3 shall continue to accrue to the Issuing Lender according with respect to its Applicable Revolving such Letter of Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationexpiry thereof.

Termination or Reduction of Revolving Credit Commitments. The Company mayshall have the right, upon notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit Commitments; provided that (ia) no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments, (b) any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof (or the remaining amount of the Revolving Credit Commitments) and (c) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 1:00 p.m., New York City time, three Business Days prior to the date of termination or reduction; provided, (ii) any such partial reduction shall be in an aggregate amount further, that a notice of $10,000,000 or any whole multiple termination of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced delivered by the amount Company may state that such notice is conditioned upon the effectiveness of other credit facilities, transactions or borrowings in general, in which case such excessnotice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be permanent and shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. (a) The Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 8:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. . (b) If, after giving pro forma effect to any repayment of the Revolving Loans required under Section 2.06A(c), the Consolidated Senior Secured Leverage Ratio exceeds 2.00 to 1.00, the Aggregate Revolving Credit Commitments shall be automatically and permanently reduced by an amount equal to the funds available, pursuant to the last paragraph of Section 2.06A, to be applied for such repayment of Revolving Loans regardless of the then Outstanding Amount of such Revolving Loans; provided however, that in no event shall the Revolving Credit Commitments be reduced to less than $100,000,000. (c) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject Commitments or any automatic reduction pursuant to clause (ivb) of the proviso to the first sentence of this Sectionabove. Except as otherwise expressly provided above, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. (a) The Company mayBorrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate Dollar Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Dollar Revolving Credit Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Dollar Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Dollar Revolving Credit Loans and Dollar Swing Line Loans made on the effective date thereof, the Total Dollar Revolving Extensions of Credit Outstandings would exceed the Aggregate Total Dollar Revolving Credit Commitments, (ii) each such reduction shall be applied pro rata among the Non-Extending Dollar Revolving Credit Commitments and the Extending Dollar Revolving Credit Commitments on the basis of the Aggregate Dollar Non-Extending Percentage and Aggregate Dollar Extending Percentage of the Total Dollar Revolving Credit Commitments and shall be applied ratably among the Non-Extending Dollar Revolving Credit Lenders to permanently reduce the Non-Extending Dollar Revolving Credit Commitments and among the Extending Dollar Revolving Credit Lenders to permanently reduce the Extending Dollar Revolving Credit Commitments; and (iviii) no such termination or reduction of Dollar Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any reduction prepayments of the Aggregate Dollar Revolving Credit Loans and Dollar Swing Line Loans made on the effective date thereof, the Total Extending Dollar Revolving Extensions of Credit would exceed the Total Extending Dollar Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Alternative Currency SublimitDollar Revolving Credit Commitments then in effect. Each Lender’s Non-Extending Dollar Revolving Credit Commitment shall terminate in its entirety on the Non-Extending Revolving Credit Termination Date. Each Lender’s Extending Dollar Revolving Credit Commitment shall terminate in its entirety on the Extending Revolving Credit Termination Date. (b) The Borrower shall have the right, upon not less than three Business Days’ notice to the Letter of Administrative Agent, to terminate the Multicurrency Revolving Credit Sublimit or Commitments or, from time to time, to reduce the Swing Line Sublimit exceeds the aggregate amount of the Aggregate Multicurrency Revolving Credit Commitments, ; provided that (i) no such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Multicurrency Revolving Credit Commitments shall be applied permitted if, after giving effect thereto and to any prepayments of the Multicurrency Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until Loans and Euro Swing Line Loans made on the effective date thereof, the Total Multicurrency Revolving Extensions of any Credit would exceed the Total Multicurrency Revolving Credit Commitments, (ii) no such termination or reduction of the Aggregate Extending Multicurrency Revolving Credit Commitments shall be paid permitted if, after giving effect thereto and to any prepayments of the Extending Multicurrency Revolving Credit Loans and Euro Swing Line Loans made on the effective date thereof, the Total Extending Multicurrency Revolving Extensions of Credit would exceed the Total Extending Multicurrency Revolving Credit Commitments and (iii) each such terminationreduction shall be applied pro rata among the Multicurrency Revolving Credit Commitments to permanently reduce the Multicurrency Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Multicurrency Revolving Credit Commitments then in effect. Each Lender’s Non-Extending Multicurrency Revolving Credit Commitment shall terminate in its entirety on the Non-Extending Revolving Credit Termination Date. Each Lender’s Extending Multicurrency Revolving Credit Commitment shall terminate in its entirety on the Extending Revolving Credit Termination Date. (c) The German Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent to terminate the German Revolving Credit Commitments or, from time to time, to reduce the aggregate amount of the German Revolving Credit Commitments; provided, that (i) no such termination or reduction of German Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the German Revolving Credit Loans and German Swing Line Loans made on the effective date thereof, the Total German Revolving Extensions of Credit would exceed the Total German Revolving Credit Commitments, (ii) no such termination or reduction of Extending German Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Extending German Revolving Credit Loans and German Swing Line Loans made on the effective date thereof, the Total Extending German Revolving Extensions of Credit would exceed the Total Extending German Revolving Credit Commitments and (iii) each such reduction shall be applied pro rata among the German Revolving Credit Commitments to permanently reduce the German Revolving Credit Commitments. Any such reduction shall be in an amount equal to €1,000,000, or a whole multiple thereof, and shall reduce permanently the German Revolving Credit Commitments then in effect. Each Lender’s Non-Extending German Revolving Credit Commitment shall terminate in its entirety on the Non-Extending Revolving Credit Termination Date. Each Lender’s Extending German Revolving Credit Commitment shall terminate in its entirety on the Extending Revolving Credit Termination Date. (d) Each notice delivered by the Borrower or the German Borrower, as applicable, pursuant to this Section shall be irrevocable; provided that a notice of termination of the applicable Revolving Credit Commitments so delivered may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower or the German Borrower, as applicable, (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Revolving Credit Commitments. (a) The Company Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit CommitmentsFacility or the Letter of Credit Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility or the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Company Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and Facility or (ivB) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. (b) Unless previously terminated, the Revolving Credit Facility shall be reduced to zero automatically and permanently on the last day of the Availability Period. (c) If after giving effect to any reduction or termination of the Aggregate Revolving Credit CommitmentsFacility pursuant to this Section 2.07, the Alternative Currency Sublimit, Competitive Loan Sublimit or the Letter of Credit Sublimit exceeds the Revolving Credit Facility at such time, the Competitive Loan Sublimit or the Swing Line Sublimit exceeds Letter of Credit Sublimit, as the amount of the Aggregate Revolving Credit Commitmentscase may be, such Sublimit shall be automatically reduced by the amount of such excess. . (d) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit CommitmentsFacility pursuant to this Section 2.07. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of Upon any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to Facility, the Revolving Credit Commitment of each Lender according to its shall be reduced by such Lender’s Applicable Revolving Credit PercentagePercentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Facility shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. (a) The Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit CommitmentsCommitments shall automatically terminate on the Maturity Date. (b) At its option, the Borrower may at any time terminate, or from time to time permanently reduce reduce, the Aggregate Revolving Credit Commitments; provided provided, that (i) each reduction of the Revolving Credit Commitments of any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction class shall be in an aggregate amount of $10,000,000 or any whole that is an integral multiple of $1,000,000 in excess thereof, and not less than $1,000,000 and (iiiii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) shall not be terminated or reduced if, after giving effect to any reduction concurrent prepayment of the Aggregate Revolving Loans in accordance with Section 2.05, the aggregate amount of Revolving Credit Exposure would exceed the aggregate amount of Revolving Credit Commitments. (c) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce Revolving Credit Commitments under Section 2.06(b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify shall advise the Lenders of any the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06(c) shall be irrevocable; provided, that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or securities offerings, in which case if such condition is not satisfied (i) such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) or (ii) with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), the termination date set forth in such notice may be extended. Any termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentagepermanent. All fees accrued until the effective date of any termination Each reduction of the Aggregate Revolving Credit Commitments shall be paid on made ratably among the effective date of such terminationLenders in accordance with their respective Revolving Credit Commitments.

Termination or Reduction of Revolving Credit Commitments. The Company mayOP Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments (ratably among the Lenders in proportion to their Ratable Shares); provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Revolving Credit Outstandings Facility Usage would exceed the Aggregate aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction Commitments of the Aggregate Lenders; and provided further that in the event the Revolving Credit Commitments, the Alternative Currency Sublimit, Commitments are reduced to an aggregate amount less than the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Swingline Loan Commitment reduction shall not be applied to the Alternative Currency Sublimitthen in effect, the Letter of Credit Sublimit or and the Swing Line Sublimit unless otherwise specified Swingline Loan Commitment, as applicable, shall be reduced by the Company. Any reduction an amount such that none of the Aggregate Letter of Credit Sublimit and the Swingline Loan Commitment, as applicable, exceed the lesser of (x) the aggregate Revolving Credit Commitments of all the Lenders and (y) the Borrowing Base Amount. Any such reduction shall be applied in an amount equal to $10,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit PercentageCommitments then in effect. All fees accrued until the effective date of any Any such reduction or termination shall be accompanied by prepayment of the Aggregate Notes, together with outstanding Unused Fees, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced or terminated. Any notice to reduce the Revolving Credit Commitments under this Section 2.4 shall be paid irrevocable; provided that such notice may state that the reduction in the Revolving Credit Commitments is conditioned on the effectiveness of another credit facility or the closing of another transaction, in which case such notice may be revoked by the OP Borrower (by notice to the Administrative Agent on or prior to the specified effective date of date) if such terminationcondition is not satisfied.

Termination or Reduction of Revolving Credit Commitments. (a) The Company mayBorrower shall have the right, upon not less than five Business Days' notice to the Administrative Agent, to terminate the Aggregate Revolving Credit Commitments or, from time to time, reduce the unutilized portion of the amount of the Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) the Revolving Credit Commitments shall not be terminated if any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date Letters of termination or reduction, Credit are outstanding and (ii) any such partial termination of the Revolving Credit Commitments shall be accompanied by prepayment in full of the Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding, together with accrued interest thereon to the date of such prepayment, cancellation of all Letters of Credit and the payment of any unpaid commitment fee then accrued hereunder, and provided, further, that any such termination or reduction of Eurodollar Loans shall be made only on the last day of an Interest Period with respect thereto. Any such reduction shall be in an aggregate amount of $10,000,000 500,000, or any a whole multiple of $1,000,000 100,000 in excess thereof, (iii) and shall reduce permanently the Company shall not terminate or reduce amount of the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, then in effect. Upon termination of the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, any Letter of Credit then outstanding which has been fully cash collateralized shall no longer be considered a "Letter of Credit" as defined in subsection 1.1, and any L/C Participating Interest heretofore granted by the Issuing Lender to the Revolving Credit Lenders in such Letter of Credit shall be deemed terminated but the letter of credit fees payable under subsection 3.3 shall continue to accrue to the Issuing Lender with respect to such Letter of Credit until the expiry thereof. (ivb) if, after giving effect to In the case of any reduction of the Aggregate Revolving Credit CommitmentsCommitments hereunder, to the Alternative Currency Sublimitextent, if any, that the sum of the Revolving Credit Loans, Swing Line Loans and the Letter of Credit Sublimit or Outstandings exceeds the Revolving Credit Commitments as so reduced, the Borrower shall make a prepayment equal to such excess amount, the proceeds of which shall be applied first, to payment of the Swing Line Sublimit exceeds the amount Loans then outstanding, second, to payment of the Aggregate Revolving Credit CommitmentsLoans then outstanding, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders third, to payment of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject L/C Obligations then outstanding and last, to clause (iv) of the proviso to the first sentence of this Section, the amount of cash collateralize any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the outstanding Letter of Credit Sublimit or on terms satisfactory to the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Required Lenders. (c) The Revolving Credit Commitments shall once terminated or reduced may not be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationreinstated.

Termination or Reduction of Revolving Credit Commitments. The Company (a) Subject to Section 2.05(k), the Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit CommitmentsSublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit CommitmentsSublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (ivC) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (c) The Administrative Agent will promptly notify the Revolving Lenders and the Term Loan Agent of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit, Swing Line Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyAggregate Revolving Commitments under this Section 2.06. Any Upon any reduction of the Aggregate Revolving Credit Commitments shall be applied to Commitments, the Revolving Credit Commitment of each Revolving Lender according to its shall be reduced by such Revolving Lender’s Applicable Revolving Credit PercentagePercentage of such reduction amount. All fees (including, without limitation, commitment fees, Early Termination Fees and Letter of Credit Fees) and interest in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. (d) The Real Estate Term Commitment of each Real Estate Term Lender shall automatically terminate upon such Real Estate Term Lender’s funding its portion of the Real Estate Term Loan, which shall occur no later than the Closing Date. (e) The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender’s funding its portion of the Term Loan, which shall occur no later than the Closing Date.

Termination or Reduction of Revolving Credit Commitments. The Company mayshall have the right, upon notice not less than five Business Days' written notice, to the Administrative Agent, terminate the Aggregate Domestic Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the unused Domestic Revolving Credit Commitments; provided that (i) any Commitments hereunder. Any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate a minimum amount of equal to $10,000,000 2,000,000 or any if greater than $2,000,000, a whole multiple of $1,000,000 in excess thereof, (iii) thereof and shall reduce permanently the Company shall not terminate or reduce the Aggregate Domestic Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Companythen in effect. Any reduction of the Aggregate Domestic Revolving Credit Commitments shall be applied to permanently reduce the Domestic Revolving Credit Commitment of each Lender according in an amount equal to its Applicable such Lender's Commitment Percentage of the amount of such reduction of the Domestic Revolving Credit PercentageCommitments. All fees accrued until Each Foreign Borrower shall have the effective date right, upon not less than five Business Days' written notice, to terminate the Foreign Revolving Credit Commitment with respect to such Foreign Borrower or, from time to time, to reduce the unused Foreign Revolving Credit Commitment with respect to such Foreign Borrower. Any such reduction shall be in a minimum amount equal to the local currency equivalent of any $1,000,000 or if greater than the local currency equivalent of $1,000,000, a whole multiple of the local currency equivalent of $1,000,000 in excess thereof and shall reduce permanently the Foreign Revolving Credit Commitment with respect to such Foreign Borrower then in effect. The Company may not terminate the Domestic Revolving Credit Commitments unless each other Borrower terminates the Foreign Revolving Credit Commitment with respect to such other Borrower. As a condition precedent to the termination of the Aggregate Domestic Revolving Credit Commitments or of any Foreign Revolving Credit Commitment, all principal and interest in respect of the Loans made under the Domestic Revolving Credit Commitments or such Foreign Revolving Credit Commitment, as appropriate, shall be have been paid on in full in cash, all Letters of Credit and L/C Guaranties, if any, issued thereunder shall have been cancelled or terminated, all Reimbursement Obligations in respect of Letters of Credit and L/C Guaranties, if any, issued thereunder shall have been paid in full in cash or fully cash collateralized or indemnified to the effective date satisfaction of the Agent and all other amounts owing by the relevant Borrower under or with respect to the Domestic Revolving Credit Commitments or such terminationForeign Revolving Credit Commitment, as appropriate, shall have been paid in full in cash.

Termination or Reduction of Revolving Credit Commitments. The Company Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, Swing Line Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyBorrower. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. The Company Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 12:00 noon three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiib) the Company Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (ivc) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Credit-BA Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyBorrower. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. Any such reduction shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the Revolving Credit Commitments then in effect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination under this subsection 2.3 if such termination would have been made in connection with a refinancing or replacement of all of the Revolving Credit Loans or of the Revolving Credit Facility provided by this Agreement, which refinancing or replacement shall not be consummated or shall otherwise be delayed.

Termination or Reduction of Revolving Credit Commitments. The Company may, at its option and upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit CommitmentsFacility, or from time to time permanently reduce in part the Aggregate Revolving Credit CommitmentsCommitment; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsCommitment, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit CommitmentsCommitment, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsCommitment, such Swing Line Sublimit shall be automatically reduced by the amount of such excess, (v) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitment, the Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess and (vi) if (A) the Aggregate Revolving Credit Commitment is reduced at any time pursuant to this Section 2.06, (B) the amount thereof after giving effect to such reduction is less than $250,000,000 and (C) at such time Extended Commitments are outstanding, the aggregate amount of the Letter of Credit Sublimit and the Swing Line Sublimit shall be concurrently decreased by an amount equal to the difference between $250,000,000 and the Aggregate Revolving Credit Commitment as so reduced; provided that such reduction shall be allocated to the Letter of Credit Sublimit and the Swing Line Sublimit at the direction of the Company or, in the absence of such direction, pro rata between the Letter of Credit Sublimit and the Swing Line Sublimit; provided, further, that, upon any such partial reduction of the Letter of Credit Sublimit or the Swing Line Sublimit, unless the Company, the Administrative Agent and the applicable Issuing Lenders or the Swing Line Lender, as the case may be, otherwise agree, the amount of the L/C Commitments of the Issuing Lenders and the Swing Line Commitment of the Swing Line Lender will be reduced proportionately by the amount of such reduction. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyCommitment. Any reduction of the Aggregate Revolving Credit Commitments Commitment shall be applied to the Commitments of each Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Commitment shall be paid on the effective date of such termination, notwithstanding any later payment date provided for herein. In addition, all Non-Extended Commitments shall terminate automatically and without any further action on the Original Revolving Credit Maturity Date and all Extended Commitments shall terminate automatically and without any further action on the Extended Revolving Credit Maturity Date.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrowers shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments (ratably among the Lenders in proportion to their Ratable Shares); provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Revolving Credit Outstandings Facility Usage would exceed the Aggregate aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction Commitments of the Aggregate Lenders; provided, further, that in the event the Revolving Credit Commitments, the Alternative Currency Sublimit, Commitments are reduced to an aggregate amount less than the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Swingline Loan Commitment reduction shall not be applied to the Alternative Currency Sublimitthen in effect, the Letter of Credit Sublimit or and the Swing Line Swingline Loan Commitment, as applicable, shall be reduced by an amount such that none of the Letter of Credit Sublimit unless otherwise specified by and the CompanySwingline Loan Commitment, as applicable, exceed the Revolving Credit Commitments. Any such reduction shall be in an amount equal to the Dollar Equivalent of $5,000,000, or a whole multiple of the Aggregate Dollar Equivalent thereof, and shall reduce permanently the Revolving Credit Commitments then in effect. Any such reduction or termination shall be applied accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitment of each Lender according Commitments as so reduced or terminated. Any notice to its Applicable Revolving Credit Percentage. All fees accrued until reduce the effective date of any termination of the Aggregate Revolving Credit Commitments under this Section 2.4 shall be paid on the effective date of such terminationirrevocable.

Termination or Reduction of Revolving Credit Commitments. (a) The Company mayBorrower acknowledges that the Revolving Credit Commitments shall be reduced by an amount equal to $15,000,000 on each anniversary of the Closing Date and the Borrower agrees, without the necessity of demand or notice, to take all steps necessary to ensure that on or before each anniversary, it shall pay immediately to the Administrative Agent, for the account of the Lenders, the amount by which the aggregate outstanding Revolving Credit Loans, Swing Line Loans, Letter of Credit Obligations and Competitive Bid Loans exceed the Revolving Credit Commitments (as reduced from time to time). (b) The Borrower shall have the right, upon not less than five Business Days notice to the Administrative Agent, to terminate the Aggregate Revolving Credit Commitments or, from time to time, to reduce the amount of the Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice which reductions, if any, shall be received by in addition to, and not exclusive of, the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, reductions under subsection (iia) any above. Any such partial reduction shall be in an aggregate amount of equal to $10,000,000 1,000,000 or any a whole multiple of $1,000,000 in excess thereof, (iii) thereof and shall reduce permanently the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and then in effect. (ivc) if, after giving effect to any Any reduction of the Aggregate Revolving Credit CommitmentsCommitments provided for in this Section 2.4 shall be accompanied by prepayment of first, Swing Line Loans, second, Competitive Bid Loans, to the Alternative Currency Sublimitextent, if any, that the sum of the aggregate outstanding principal amount of Swing Line Loans, Revolving Credit Loans, Competitive Bid Loans and Letter of Credit Sublimit or the Swing Line Sublimit Obligations exceeds the amount of the Aggregate aggregate Revolving Credit CommitmentsCommitments as so reduced, such Sublimit shall be automatically reduced by and third Revolving Credit Loans to the extent, if any, that the sum of the aggregate outstanding principal amount of Swing Line Loans, Revolving Credit Loans, Competitive Bid Loans and Letter of Credit Obligations exceeds the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationas so reduced.

Termination or Reduction of Revolving Credit Commitments. The Company Borrowers may, upon notice by Toro to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company Borrowers shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyToro. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. The Company Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, without penalty or premium; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 12:00 noon three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiib) the Company Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (ivc) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Credit-BA Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyBorrower. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. Any such reduction shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the Revolving Credit Commitments then in effect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination under this subsection 2.3 if such termination would have been made in connection with a refinancing or replacement of all or a portion of the Revolving Credit Loans or of the Revolving Credit Facility provided by this Agreement, which refinancing or replacement shall not be consummated or shall otherwise be delayed.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments (ratably among the Lenders in proportion to their Ratable Shares); provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Revolving Credit Outstandings Facility Usage would exceed the Aggregate aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction Commitments of the Aggregate Lenders; and provided further that in the event the Revolving Credit Commitments, the Alternative Currency Sublimit, Commitments are reduced to an aggregate amount less than the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Swingline Loan Commitment reduction shall not be applied to the Alternative Currency Sublimitthen in effect, the Letter of Credit Sublimit or and the Swing Line Sublimit unless otherwise specified Aggregate Swingline Loan Commitment, as applicable, shall be reduced by the Company. Any reduction an amount such that none of the Letter of Credit Sublimit and the Aggregate Swingline Loan Commitment, as applicable, exceed the aggregate Revolving Credit Commitments of all the Lenders and the Swingline Loan Commitment of each Swingline Loan Lender shall be applied ratably reduced. Any such reduction shall be in an amount equal to $10,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit PercentageCommitments then in effect. All fees accrued until the effective date of any Any such reduction or termination shall be accompanied by prepayment of the Aggregate Revolving Credit Commitments shall be paid Notes, together with outstanding Facility Fees, and the full amount of interest accrued on the effective date of such termination.principal sum to be prepaid NAI-0000000000v16

Termination or Reduction of Revolving Credit Commitments. The Company may(a) So long as no Term Loans remain outstanding, the Borrower shall have the right, upon not less than five (5) Business Days' notice to the Administrative Agent, to terminate the Aggregate Revolving Credit Commitments or, from time to time, reduce the unutilized portion of the amount of the Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied accompanied by prepayment (or payment of cash collateral in the case of Revolving Letters of Credit) in full of the Revolving Credit Loans and Revolving Letter of Credit Obligations then outstanding, together with accrued interest thereon to the date of such prepayment, cancellation of all Revolving Letters of Credit and payment of any unpaid commitment fees then accrued hereunder. Any such reduction shall be in a minimum amount of $500,000 and integral multiples of $100,000 in excess thereof, and shall reduce permanently the amount of the Revolving Credit Commitments then in effect. Upon termination of the Revolving Credit Commitments, any Revolving Letter of Credit then outstanding which has been fully cash collateralized shall no longer be considered a "Revolving Letter of Credit" as defined in subsection 1.1, and any participating interest theretofore granted by the Issuing Lender to the Revolving Credit Commitment Lenders in such Letter of each Credit shall be deemed terminated but the letter of credit commissions fees payable pursuant hereto shall continue to accrue to the Issuing Lender according with respect to its Applicable Revolving such Letter of Credit Percentage. All fees accrued until the effective date expiry thereof. (a) In the case of any termination reduction of the Aggregate Revolving Credit Commitments hereunder, to the extent, if any, that the sum of the Revolving Credit Loans, the Revolving Letter of Credit Outstandings and the Hedge Agreement Liabilities exceeds the aggregate Revolving Credit Commitments as so reduced, the Borrower shall make a prepayment equal to such excess amount, the proceeds of which shall be paid applied first, to payment of the Revolving Credit Loans, then outstanding, second, to payment of any applicable Revolving Letter of Credit Obligations then outstanding and last, to cash collateralize any outstanding Revolving Letter of Credit on terms reasonably satisfactory to the effective date of such terminationAdministrative Agent. (b) Any Revolving Credit Commitments once terminated or reduced may not be reinstated.

Termination or Reduction of Revolving Credit Commitments. The Company Borrower may, upon notice to the Administrative Agent, terminate terminate, in whole or in part, the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyBorrower. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. (a) The Company mayBorrower shall have the right, upon not less than five Business Days' notice to the Administrative Agent, to terminate the Aggregate Revolving Credit Commitments or, from time to time, reduce the unutilized portion of the amount of the Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) the Revolving Credit Commitments shall not be terminated if any Letters of Credit or Swing Line Loans are outstanding and (ii) any such notice termination of the Revolving Credit Commitments shall be received accompanied by prepayment in full of the Administrative Agent not later than 11:00 a.m. five Business Days prior Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding, together with accrued interest thereon to the date of termination or reductionsuch prepayment, cancellation of all Letters of Credit (iiunless cash collateralized in accordance with the last sentence of this paragraph) and the payment of any unpaid commitment fee then accrued hereunder. Any such partial reduction shall be in an aggregate amount of $10,000,000 500,000, or any a whole multiple of $1,000,000 100,000 in excess thereof, (iii) and shall reduce permanently the Company shall not terminate or reduce amount of the Aggregate Revolving Credit Commitments if, after giving then in effect thereto and to shall further include any concurrent prepayments hereunder, amounts due in respect thereof under Section 4.8. Upon termination of the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or then outstanding which has been fully cash collateralized upon terms reasonably satisfactory to the Swing Line Sublimit exceeds Administrative Agent and the amount Issuing Lender shall no longer be considered a "Letter of the Aggregate Revolving Credit CommitmentsCredit" as defined in Section 1.1, such Sublimit shall be automatically reduced and any L/C Participating Interest heretofore granted by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied Issuing Lender to the Revolving Credit Commitment Lenders in such Letter of each Credit shall, at the election of the Issuing Lender, be deemed terminated but the letter of credit fees payable under Section 3.3 shall continue to accrue to the Issuing Lender according with respect to its Applicable Revolving such Letter of Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationexpiry thereof.

Termination or Reduction of Revolving Credit Commitments. The Company may(a) Unless previously terminated, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or Commitments shall terminate at the close of business on the Revolving Credit Maturity Date (b) The Borrowers may at any time and from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided PROVIDED that (i) any such notice shall be received by each reduction of the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction Revolving Credit Commitments shall be in an aggregate amount of that is at least equal to $10,000,000 1,000,000 or any whole greater multiple of $1,000,000 in excess thereof1,000,000, and (iiiii) the Company Borrowers shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunderrepayment in accordance with Section 2.9 or prepayment in accordance with Section 2.10 of the Loans, the Total total Revolving Credit Outstandings Exposure would exceed the Aggregate total Revolving Credit Commitments. (c) The Borrowers shall notify the Agent of any election to reduce Revolving Credit Commitments under paragraph (b) of this Section 2.7 at least three Business Days prior to the effective date of such reduction, and (iv) if, after giving effect to any specifying the effective date thereof. Each notice of reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentageirrevocable. All fees accrued until the effective date of any termination Each reduction of the Aggregate Revolving Credit Commitments shall be paid on permanent and shall be made ratably among the Lenders in accordance with their respective Revolving Credit Commitments. (d) Subject to the provisions of Section 2.7(e), the Borrowers shall have the right at any time to terminate the Revolving Credit Commitments. The Borrowers shall notify the Agent of any election to terminate the Revolving Credit Commitments under this Section 2.7(d) at least ten (10) days prior to the effective date of such termination, specifying the effective date thereof. Each notice of termination of the Revolving Credit Commitments shall be irrevocable. Each termination of the Revolving Credit Commitments shall be permanent. (e) In connection with any termination of the Revolving Credit Commitments, the Borrowers shall repay the Adjusted Term Loan Balance of, and all accrued interest and fees owing from the Borrowers to the LLC under the $60MM Term Loan Facility.

Termination or Reduction of Revolving Credit Commitments. The Company Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyBorrower. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. The Company Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that the Revolving Credit Commitments may not be reduced below $100,000,000 (except in connection with a termination of the Revolving Credit Commitments and payment in full of the Obligations thereunder) without the consent of (a) the Administrative Agent and (b) Xxxxx Fargo (but solely, in the case of this clause (b), for so long as Xxxxx Fargo is a Revolving Credit Lender hereunder and is a Syndication Agent); and, provided further, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 3:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company Borrowers shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued pursuant to Section 2.09 until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. The Company Borrower may, at its option and upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit CommitmentsFacility, or from time to time permanently reduce in part the Aggregate Revolving Credit CommitmentsCommitment; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsCommitment, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit CommitmentsCommitment, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsCommitment, such Swing Line Sublimit shall be automatically reduced by the amount of such excess, (v) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitment, the Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess and (vi) if (A) the Aggregate Revolving Credit Commitment is reduced at any time pursuant to this Section 2.06, (B) the amount thereof after giving effect to such reduction is less than $200,000,000 and (C) at such time Extended Commitments are outstanding, the aggregate amount of the Letter of Credit Sublimit and the Swing Line Sublimit shall be concurrently decreased by an amount equal to the difference between $200,000,000 and the Aggregate Revolving Credit Commitment as so reduced; provided that such reduction shall be allocated to the Letter of Credit Sublimit and the Swing Line Sublimit at the direction of the Borrower or, in the absence of such direction, pro rata between the Letter of Credit Sublimit and the Swing Line Sublimit; provided, further, that, upon any such partial reduction of the Letter of Credit Sublimit or the Swing Line Sublimit, unless the Borrower, the Administrative Agent and the applicable L/C Issuers or the Swing Line Lender, as the case may be, otherwise agree, the amount of the L/C Commitments of the L/C Issuers and the Swing Line Commitment of the Swing Line Lender will be reduced proportionately by the amount of such reduction. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyCommitment. Any reduction of the Aggregate Revolving Credit Commitments Commitment shall be applied to the Commitments of each Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Commitment shall be paid on the effective date of such termination, notwithstanding any later payment date provided for herein. In addition, all Non-Extended Commitments shall terminate automatically and without any further action on the Original Revolving Credit Maturity Date and all Extended Commitments shall terminate automatically and without any further action on the Extended Revolving Credit Maturity Date.

Termination or Reduction of Revolving Credit Commitments. (a) The Company Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Company Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, and (ivB) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. (b) Unless previously terminated, the Revolving Credit Facility shall be reduced to zero automatically and permanently on the last day of the Availability Period. (c) If after giving effect to any reduction or termination of the Aggregate Revolving Credit CommitmentsFacility pursuant to this Section 2.07, the Alternative Currency Competitive Loan Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, Facility at such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Sectiontime, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Competitive Loan Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified Sublimit, as the case may be, shall be automatically reduced by the Company. Any amount of such excess. (d) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Aggregate Revolving Credit Commitments shall be applied Facility pursuant to this Section 2.07. Upon any reduction of the Revolving Credit Facility, the Revolving Credit Commitment of each Lender according to its shall be reduced by such Lender’s Applicable Revolving Credit PercentagePercentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Facility shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. (a) The Company mayshall have the right, upon not less than five Business Days' notice to the Administrative Agent, to terminate the Aggregate Revolving Credit Commitments or, from time to time, reduce the unutilized portion of the amount of the Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) the Revolving Credit Commitments shall not be terminated if any such notice shall be received by Letters of Credit, which have not have been fully cash collateralized in accordance with the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date last sentence of termination this paragraph, or reduction, Swing Line Loans are outstanding and (ii) any such partial termination of the Revolving Credit Commitments shall be accompanied by prepayment in full of the Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding, together with accrued interest thereon to the date of such prepayment, cancellation of all Letters of Credit (unless cash collateralized in accordance with the last sentence of this paragraph) and the payment of any unpaid commitment fee then accrued hereunder. Any such reduction shall be in an aggregate amount of $10,000,000 500,000, or any a whole multiple of $1,000,000 100,000 in excess thereof, (iii) and shall reduce permanently the Company shall not terminate or reduce amount of the Aggregate Revolving Credit Commitments if, after giving then in effect thereto and to shall further include any concurrent prepayments hereunder, amounts due in respect thereof under subsection 4.9. Upon termination of the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, any Letter of Credit then outstanding which has been fully cash collateralized upon terms reasonably satisfactory to the Administrative Agent and the Issuing Lender shall no longer be considered a "Letter of Credit" as defined in subsection 1.1, and any L/C Participating Interest heretofore granted by the Issuing Lender to the Revolving Credit Lenders in such Letter of Credit shall be deemed terminated but the letter of credit fees payable under subsection 3.3 shall continue to accrue to the Issuing Lender with respect to such Letter of Credit until the expiry thereof. (ivb) if, after giving effect to In the case of any reduction of the Aggregate Revolving Credit CommitmentsCommitments hereunder, to the Alternative Currency Sublimitextent, if any, that the sum of the Revolving Credit Loans, Swing Line Loans and the Letter of Credit Sublimit or Outstandings exceeds the Revolving Credit Commitments as so reduced, the Borrowers jointly and severally agree to make a prepayment equal to such excess amount, the proceeds of which shall be applied first, to payment of the Swing Line Sublimit exceeds the amount Loans then outstanding, second, to payment of the Aggregate Revolving Credit CommitmentsLoans then outstanding, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders third, to payment of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject L/C Obligations then outstanding and last, to clause (iv) of the proviso to the first sentence of this Section, the amount of cash collateralize any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the outstanding Letter of Credit Sublimit or on terms satisfactory to the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Required Lenders. (c) The Revolving Credit Commitments shall once terminated or reduced may not be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationreinstated.

Termination or Reduction of Revolving Credit Commitments. The Company Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyBorrower. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Credit Commitments. The Company may(a) Any Specified Borrower shall have the right, upon not less than five (5) Business Days' notice to the Administrative Specified Agent, to terminate the Aggregate Specified Revolving Credit Commitments or, from time to time, reduce the unutilized portion of the amount of the Specified Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Specified Revolving Credit Commitments shall be applied accompanied by prepayment (or payment of cash collateral, as applicable in the case of Specified Accommodations or Canadian B/As) in full of the Specified Revolving Credit Loans, Specified Swing Line Loans and Specified Accommodation Obligations then outstanding, together with accrued interest thereon to the date of such prepayment, cancellation of all Specified Accommodations and the payment of any unpaid commitment fee or Facility Fee then accrued hereunder. Any such reduction shall be in a minimum Equivalent Amount of $500,000, and shall reduce permanently the amount of the Specified Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit PercentageCommitments then in effect and shall further include any amounts due in respect thereof under subsection 4.8. All fees accrued until the effective date of any Upon termination of the Aggregate Specified Revolving Credit Commitments, any Specified Accommodation (or Canadian B/A, if applicable) then outstanding which has been fully cash collateralized shall no longer be considered a "Specified Accommodation" (or "Canadian B/A", if applicable) as defined in subsection 1.1, and any Specified Accommodation Participating Interest heretofore granted by the Specified Issuing Lender to the Specified Revolving Credit Lenders in such Specified Accommodation shall be deemed terminated but the fees payable under subsection 3.3 shall continue to accrue to the Specified Issuing Lender with respect to such Specified Letter of Credit until the expiry thereof. (b) In the case of any reduction of any Specified Revolving Credit Commitments hereunder, to the extent, if any, that the sum of the Specified Revolving Credit Loans, Specified Swing Line Loans and the Specified Accommodation Outstandings exceeds the Specified Revolving Credit Commitments as so reduced, the Specified Borrower shall make a prepayment equal to such excess amount, the proceeds of which shall be paid applied 49 43 first, to payment of the Specified Swing Line Loans then outstanding, second, to payment of the Specified Revolving Credit Loans, except Canadian B/As (if applicable), then outstanding, third, to payment of any Specified Accommodation Obligations then outstanding and last, to cash collateralize any outstanding Canadian B/As (if applicable) and Specified Accommodation on terms reasonably satisfactory to the effective date Specified Lenders holding a majority of such terminationthe Specified Revolving Credit Commitments. (c) Any Specified Revolving Credit Commitments once terminated or reduced may not be reinstated.

Termination or Reduction of Revolving Credit Commitments. The Company mayBorrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit CommitmentsCommitments (ratably among the Lenders in proportion to their Ratable Shares); provided that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Revolving Credit Outstandings Facility Usage would exceed the Aggregate aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction Commitments of the Aggregate Lenders; and provided further that in the event the Revolving Credit Commitments, the Alternative Currency Sublimit, Commitments are reduced to an aggregate amount less than the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Swingline Loan Commitment reduction shall not be applied to the Alternative Currency Sublimitthen in effect, the Letter of Credit Sublimit or and the Swing Line Swingline Loan Commitment, as applicable, shall be reduced by an amount such that none of the Letter of Credit Sublimit unless otherwise specified by and the CompanySwingline Loan Commitment, as applicable, exceed the Revolving Credit Commitments. Any such reduction shall be in an amount equal to the Dollar Equivalent of $1,000,000, or a whole multiple of the Aggregate Dollar Equivalent thereof, and shall reduce permanently the Revolving Credit Commitments then in effect. Any such reduction or termination shall be applied accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitment of each Lender according Commitments as so reduced or terminated. Any notice to its Applicable Revolving Credit Percentage. All fees accrued until reduce the effective date of any termination of the Aggregate Revolving Credit Commitments under this Section 2.4 shall be paid on the effective date of such terminationirrevocable.

Termination or Reduction of Revolving Credit Commitments. The Company Borrower may, at its option and upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit CommitmentsFacility, or from time to time permanently reduce in part the Aggregate Revolving Credit CommitmentsCommitment; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsCommitment, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit CommitmentsCommitment, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsCommitment, such Swing Line Sublimit shall be automatically reduced by the amount of such excess, (v) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitment, the Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess and (vi) if (A) the Aggregate Revolving Credit Commitment is reduced at any time pursuant to this Section 2.06, (B) the amount thereof after giving effect to such reduction is less than $200,000,000 and (C) at such time Extended Commitments are outstanding, the aggregate amount of the Letter of Credit Sublimit and the Swing Line Sublimit shall be concurrently decreased by an amount equal to the difference between $200,000,000 and the Aggregate Revolving Credit Commitment as so reduced; provided that such reduction shall be allocated to the Letter of Credit Sublimit and the Swing Line Sublimit at the direction of the Borrower or, in the absence of such direction, pro rata between the Letter of Credit Sublimit and the Swing Line Sublimit; provided, further, that, upon any such partial reduction of the Letter of Credit Sublimit or the Swing Line Sublimit, unless the Borrower, the Administrative Agent and the applicable L/C Issuers or the Swing Line Lender, as the case may be, otherwise agree, the amount of the L/C Commitments of the L/C Issuers and the Swing Line Commitment of the Swing Line Lender will be reduced proportionately by the amount of such reduction. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyCommitment. Any reduction of the Aggregate Revolving Credit Commitments Commitment shall be applied to the Commitments of each Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Commitment shall be paid on the effective date of such termination., notwithstanding any later payment date provided for herein. In addition, all Non-Extended Commitments shall terminate automatically and without any further action on the Original Revolving Credit Maturity Date and all Extended Commitments shall terminate automatically and without any further action on the Extended Revolving Credit Maturity Date

Termination or Reduction of Revolving Credit Commitments. (a) The Company Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit CommitmentsFacility or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Company Borrower shall not terminate or reduce the Aggregate (A) Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, and or (ivB) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. If after giving effect to any reduction or termination of the Aggregate Revolving Credit CommitmentsCommitments under this Section 2.06, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility at such time, such the Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06. Upon any reduction of the Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its shall be reduced by such Lender’s Applicable Revolving Credit PercentagePercentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Facility shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of termination of Revolving Credit Commitments under this Section 2.06 not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Revolving Credit Commitments, which refinancing shall not be consummated or shall otherwise be delayed.

Termination or Reduction of Revolving Credit Commitments. The Company may(a) Parent shall have the right, upon notice to the Administrative Agent, to terminate the Aggregate Revolving Credit CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit Commitments; provided that (ia) no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments, (b) any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof (or the remaining amount of the Revolving Credit Commitments), (c) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five A.M. New York City time, three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (ivd) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit L/C Commitment or the Swing Line Sublimit Commitment exceeds the amount of the Aggregate Revolving Credit CommitmentsCommitment, such Sublimit Commitment shall be automatically reduced by the amount of such excess; provided, further, that a notice of termination of the Revolving Credit Commitments delivered by Parent may state that such notice is conditioned upon the effectiveness of other credit facilities, transactions or borrowings in general, in which case such notice may be revoked by Parent (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Commitment shall be paid on the effective date of such termination. Any reduction shall reduce permanently the Revolving Credit Commitments then in effect. (b) Reasonably contemporaneously with any Material Debt Offering by a Holding Company, the Parent shall provide the Administrative Agent with a Material Debt Offering Notice. The aggregate Revolving Credit Commitments shall be reduced in an amount equal to 50% of the Net Proceeds of such Material Debt Offering, with such reduction applying pro rata to the Revolving Credit Commitments of each Lender according to its Revolving Credit Percentage; provided, however, that if, pursuant to the Material Debt Offering Notice, the Parent notifies the Administrative Agent that it intends to (i) finance any Permitted Acquisitions that are anticipated to be consummated within six months after receipt of such Net Proceeds or (ii) refinance any Permitted Acquisitions that have been consummated within six months prior to the Holding Company’s receipt of such Net Proceeds (which notice shall specify the portion of such Net Proceeds to be so used, which may be up to 100% thereof), then such reduction of the Revolving Credit Commitments shall not be required to the extent of any amounts so used (x) in the case of clause (i) above, within six months of the date of the receipt of such proceeds and (y) in the case of a Permitted Acquisition under clause (ii) above and which was financed with Debt that is still outstanding at the time that such Holding Company receives such Net Proceeds, not later than three Business Days after the receipt of such proceeds; and provided further that, notwithstanding anything to the contrary contained herein, nothing in this subsection (b) shall require the Revolving Credit Commitments to be reduced to less than $300,000,000.