Common use of Voluntary Reductions of Commitments Clause in Contracts

Voluntary Reductions of Commitments. Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. The Notice of Prepayment 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 shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of such termination or reduction and such termination or reduction shall be effective on the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of such notice.

Voluntary Reductions of Commitments. Company may, upon not less ----------------------------------- than three (3) Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ ' prior written or telephonic notice, as determined by promptly confirmed in writing to the Administrative Agent in its sole discretion(which notice the Administrative Agent will promptly transmit by facsimile or telephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, (x) the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reductionreduction or (y) the Term Delayed Draw Loan Commitments; provided that any such partial reduction of the -------- Revolving Loan Commitment Amount Commitments or the Term Delayed Draw Loan Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. The Notice of Prepayment Company'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 Revolving Loan Commitments or the Term Delayed Draw Loan Commitments shall be effective on the date specified in Company’s such notice and shall reduce the amount of the Revolving Loan Commitment or the Term Delayed Draw Loan Commitment, respectively, of each Revolving Lender proportionately to its respective Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount or the Term Delayed Draw Loan Commitments shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of such termination or reduction and such termination or reduction shall be effective on the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of such notice.2.4C.

Voluntary Reductions of Commitments. Company Borrowers may, upon not less than three one Business Days’ Day's prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, (a) the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Commitments exceed the Total Utilization aggregate Revolving Loans outstanding at the time of Revolving Loan such proposed termination or reduction or (b) the Letter of Credit Commitments in an amount up to the amount by which the Letter of Credit Commitments exceed the Letter of Credit Usage at the time of such proposed termination or reduction; provided that any such partial reduction of either the Revolving Loan Commitment Amount Commitments or the Letter of Credit Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. The Notice Borrowers' notice to Administrative Agent (who shall promptly notify each Revolving Lender or Letter of Prepayment Credit Lender, as applicable, of such notice) 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 any of the Commitments shall be effective on the date specified in Company’s 's notice and shall reduce the amount particular type of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any No such voluntary reduction of the Revolving Loan Commitment Amount Commitments shall be applied as specified permitted if such reduction would result in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii(1) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that in connection with being less than the termination aggregate principal amount of all commitments under this Agreement and outstanding Revolving Loans, or (2) the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters aggregate Letter of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not Commitments being less than three Business Days’ prior written or telephonic notice confirmed the aggregate Letter of Credit Usage then in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of such termination or reduction and such termination or reduction shall be effective on the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of such noticeeffect.

Voluntary Reductions of Commitments. Company The Borrower may, upon not less than three five Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined by notice Administrative Agent in its sole discretionwill promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, (A) the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction, or (B) the TLF Commitments; provided that any such partial reduction of the Revolving Loan Commitment Amount such Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount; provided, further, that no such voluntary commitment reductions will be permitted at any time prior to the Project Final Completion Date unless the Borrower demonstrates in an Officers’ Certificate that the Borrower is In Balance on a pro forma basis after giving effect to such reduction; provided that no such Officers’ Certificate shall be required if the Borrower terminates the Commitments in full and prepays the full amount of the principal, interest, fees and any other amounts outstanding under each of the Facilities at the same time. The Notice of Prepayment 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 shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount Commitments shall be applied as specified in subsection 2.4B(iv). All written notices delivered Any Commitments terminated pursuant to this subsection 2.4B(ii) shall may not be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of such termination or reduction and such termination or reduction shall be effective on the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of such noticereinstated.

Voluntary Reductions of Commitments. Company may, upon not less ----------------------------------- than three Business Days’ ' prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined by notice Administrative Agent in its sole discretionwill promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, the Acquisition Loan Commitments, or the Revolving Loan Commitment Amount Commitments in each case in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Acquisition Facility Commitments, or the Total Utilization of Revolving Loan Commitments exceed the aggregate amount of all outstanding Acquisition Loans, or aggregate Revolving Loan Exposure, respectively, at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount Commitments shall be in an -------- aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. The Notice of Prepayment Company's notice to 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 Commitments shall be effective on the date specified in Company’s 's notice and shall reduce the amount of the Revolving Loan applicable Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender Share of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of such termination or reduction and such termination or reduction shall be effective on the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of such noticeCommitments.

Voluntary Reductions of Commitments. (a) Company may, upon not less than three Business Days’ ' prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined by notice Administrative Agent in its sole discretionwill promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount Commitments shall be in an aggregate minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 in excess of that amount. The Notice of Prepayment Company's notice to 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 Revolving Loan Commitments shall be effective on the date specified in Company’s 's notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Share of such reduction. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent will (which notice Administrative Agent shall promptly notify transmit to each Revolving Lender of such notice. Any such voluntary reduction of the Lenders), to terminate the entire Revolving Loan Commitment Amount of such Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be applied as specified in deemed modified to reflect such changed amounts) and (2) the consents required by subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that 10.6B in connection with the termination prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of all commitments under this Agreement and the repayment in full of all Obligations Agreement, except with respect to indemnifications under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunderincluding, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of survive as to such termination or reduction and such termination or reduction shall be effective on the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of such noticeLender.

Voluntary Reductions of Commitments. Company may, upon not less ----------------------------------- than three one Business Days’ Day prior written or telephonic notice confirmed in writing to Administrative AgentAgent (which notice Agent will promptly transmit by facsimile, telegram, telex or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, telephone to each Lender), (a) at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount Commitments exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction after giving effect to any payments or prepayments made on the date of such termination or reduction; provided that any such partial -------- reduction of the Revolving Loan Commitment Amount Commitments shall be in an aggregate minimum amount of $1,000,000 250,000 and integral multiples of $500,000 250,000 in excess of that amount. The Notice of Prepayment Company's notice to 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 Revolving Loan Commitments shall be effective on the date specified in Company’s 's notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent ; and provided, further, that if the reduction in Revolving -------- ------- Loan Commitments will promptly notify each Revolving Lender be accompanied by a repayment of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered any Eurodollar Rate Loans pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment2.4B(iii)(b), all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and then Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not less than have given three Business Days’ ' prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, ; and (b) at any time and from time to timetime after each Additional Credit Closing Date, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect any Additional Credit Commitments in an amount up to the amount by which the Additional Credit Commitments exceeds the aggregate amount of Additional Credit Loans outstanding at the time of such proposed termination or reduction after giving effect to any payments or prepayments made on the date of such termination or reduction; provided that any such partial reduction of the Delayed Draw Term Loan Commitment Additional -------- Credit Commitments shall be in an aggregate minimum amount of $250,000 and integral multiples of $250,000 in excess of that amount. Company's notice to Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction and the Additional Credit Commitment(s) which are to be so terminated or reduced, and such termination or reduction of the Additional Credit Commitments shall be effective on the date specified in Company’s notice's notice and shall reduce such Additional Credit Commitment of each Additional Credit Lender proportionately to its Pro Rata Share; and provided, further, that if the reduction in Additional -------- ------- Credit Commitments will be accompanied by a repayment of any Eurodollar Rate Loans pursuant to subsection 2.4B(iii)(b), then Company shall have given three Business Days' prior written notice to Agent. (c) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Agent (which notice Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Loan Commitment and Additional Credit Commitments of such Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 and Schedule A to any applicable Additional Credit ------------ Facility Supplement shall be deemed modified to reflect such changed amounts) and (2) the consents required by subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a ``Lender'' for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.5, 3.6, 5.12, 10.3 and 10.4), which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of survive as to such noticeLender.

Voluntary Reductions of Commitments. Company The Borrower may, upon not less than three five Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined by notice Administrative Agent in its sole discretionwill promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, (A) the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction, or (B) the Term B Delayed Draw Loan Commitments; provided that any such partial reduction of the Revolving Loan Commitment Amount such Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount; provided, further, that no such voluntary commitment reductions will be permitted at any time prior to the date that all Active Projects have achieved Completion unless the Borrower demonstrates in an Officers’ Certificate that the Company is In Balance on a pro forma basis after giving effect to such reduction. The Notice of Prepayment 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, it being understood that this requirement shall be reinstated at any time thereafter if and when another Project becomes an Active Project, and shall continue until such other Project reaches Completion or is abandoned, at which time this requirement will again terminate so long as no other Project has then become an Active Project, and such termination or reduction of such Commitments shall be effective on the date specified in Companythe Borrower’s notice and shall reduce the amount of the Revolving Loan such Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount Commitments shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of such termination or reduction and such termination or reduction shall be effective on the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of such notice.

Voluntary Reductions of Commitments. Company The Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing given to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by the Administrative Agent in its sole discretionby 12:00 Noon (New York time) on the date required, at any time and from time to time, without premium or penalty, terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Loan Commitment Amount in an amount up to Commitments or the amount by which Delayed Draw Term Loan Commitments; provided that (a) the Borrower may not terminate or reduce the Revolving Loan Commitment Amount exceeds Commitments to an amount less than the Total Utilization of Revolving Loan Commitments, (b) the Borrower may not terminate or reduce the Delayed Draw Term Loan Commitments at to an amount less than the time Total Utilization of such proposed termination or reduction; provided that Delayed Draw Term Loan Commitments, and (c) any such partial reduction of the Revolving Loan Commitment Amount Commitments or the Delayed Draw Term Loan Commitments (as the case may be) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. The Notice of Prepayment Borrower’s notice to the Administrative Agent shall designate (x) the date (which shall be a Business Day) of such termination or reduction, (y) whether the termination or reduction applies to the Revolving Loan Commitments or the Delayed Draw Term Loan Commitments and (z) the amount of any partial reductionsuch reduction or termination. Notice of such reduction or termination having been given as aforesaid, and such termination or reduction of the specified Commitments shall be effective on the date specified in Companythe Borrower’s notice and shall reduce the amount of the Revolving Loan specified Commitment of each Revolving Lender proportionately to by its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of such termination or reduction and such termination or reduction shall be effective on the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of such noticeShare thereof.

Voluntary Reductions of Commitments. Company Borrower may, upon not less than three Business Days’ ' prior written or telephonic notice confirmed in writing to Administrative AgentManaging Agent (which notice Managing Agent will promptly transmit by telegram, telex or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretiontelephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Commitments would otherwise exceed the Total Utilization of Tranche A Revolving Loan Commitments or the Total Utilization of Tranche B Revolving Commitments, as the case may be, at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount Commitments shall be in an aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. The Notice of Prepayment Borrower's notice to Managing 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 Commitments shall be effective on the date specified in Company’s Borrower's notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary ; provided further that no reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound to the termination or reduction of the Tranche A Revolving Loan Commitments referenced in such notice; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of permitted until such termination or reduction and such termination or reduction shall be effective on time as the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Tranche B Revolving Loan Commitment of such noticeCommitments have been reduced to zero.

Voluntary Reductions of Commitments. Company may, upon not less than three Business Days’ prior written The Borrower shall have the right to terminate or telephonic notice confirmed in writing reduce the aggregate unused amount of the Revolving Commitments (for which purpose use of the Revolving Commitments shall be deemed to Administrative Agent, include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Bid Rate Loans) or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, the Term Loan Commitments at any time and from time to time, terminate in whole time without penalty or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up upon not less than three (3) U.S. Government Securities Business Days prior written notice to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization Administrative Agent of Revolving Loan Commitments at the time of each such proposed termination or reduction; provided that , which notice shall specify the Class of Commitments subject to such termination or reduction, the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Revolving Loan Commitment Amount Commitments shall not be in an aggregate minimum amount of less than $1,000,000 10,000,000 and integral multiples of $500,000 5,000,000 in excess of that amount. The Notice of Prepayment shall designate amount in the date (which aggregate) and shall be irrevocable once given and effective only upon receipt by the Administrative Agent (“Prepayment Notice”); provided, however, that such Prepayment Notice may be revoked or modified in connection with a Business Day) requested termination of such termination or reduction and the aggregate amount of any partial reduction, and such termination or reduction shall be effective all Commitments that is contingent on the date specified in Company’s notice and shall reduce consummation of a refinancing, change of control event or other capital transaction that does not close on the amount originally anticipated closing date. Promptly after receipt of a Prepayment Notice with respect to a Class of Commitments, the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly shall notify each Revolving Lender of such notice. Any such voluntary reduction Class of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv)proposed termination or reduction. All written notices delivered Commitments, once reduced or terminated pursuant to this subsection 2.4B(ii) shall Section, may not be increased or reinstated, except in accordance with Section 2.17. If the form Commitments of a Notice of PrepaymentClass are terminated or reduced to zero, the Borrower shall pay all notices, whether written fees on the Commitments so reduced or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound terminated that have accrued to the date of such reduction or termination or reduction to the Administrative Agent for the account of the Revolving Loan Commitments referenced in such notice; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% Lenders of the maximum amount which may be drawn thereunder)applicable Class, including but not limited to any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are applicable compensation due to be received. In addition, Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed any Lender in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment accordance with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of such termination or reduction and such termination or reduction shall be effective on the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of such noticeSection 4.4.

Voluntary Reductions of Commitments. Company The Borrowers may, upon not less than three Business Days’ ' prior written or telephonic notice confirmed in writing to the Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined by notice Administrative Agent in its sole discretionwill promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, (A) the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction, (B) the Term A Loan Commitments, or (C) the Term B Delayed Draw Loan Commitments; provided that any such partial reduction of the Revolving Loan Commitment Amount such Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; provided, further, that no such voluntary commitment reductions will be permitted prior to the Substantial Completion Date unless the Borrowers demonstrate in an Officers' Certificate that the Phase II Project is In Balance on a pro forma basis for such commitment reduction; provided, further, that in the case of any such reduction of Term B Delayed Draw Loan Commitments, Term B Loans are prepaid concurrently (pursuant to the provisions of subsection 2.4B(i)), pro rata for the amount of Term B Loans outstanding at that time. The Notice of Prepayment Borrowers' 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 such Commitments shall be effective on the date specified in Company’s Borrowers' notice and shall reduce the amount of the Revolving Loan such Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount Commitments shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of such termination or reduction and such termination or reduction shall be effective on the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of such notice.

Voluntary Reductions of Commitments. Company The Borrowers may, upon not less than three Business Days’ ' prior written or telephonic notice confirmed in writing to the Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined by notice Administrative Agent in its sole discretionwill promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, (A) the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction, or (B) the Term B Delayed Draw Loan Commitments; provided PROVIDED that any such partial reduction of the Revolving Loan Commitment Amount such Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; PROVIDED, FURTHER, that no such voluntary commitment reductions will be permitted prior to the Substantial Completion Date unless the Borrowers demonstrate in an Officers' Certificate that the Phase II Project is In Balance on a pro forma basis for such commitment reduction; PROVIDED, FURTHER, that in the case of any such reduction of Term B Delayed Draw Loan Commitments, Term B Loans are prepaid concurrently (pursuant to the provisions of subsection 2.4B(i)), pro rata for the amount of Term B Loans outstanding at that time. The Notice of Prepayment Borrowers' 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 such Commitments shall be effective on the date specified in Company’s Borrowers' notice (unless such notice is in connection with a refinancing of the Loans in which case such notice may be conditioned on consummation of such refinancing) and shall reduce the amount of the Revolving Loan such Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount Commitments shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of such termination or reduction and such termination or reduction shall be effective on the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of such notice.

Voluntary Reductions of Commitments. Company may, upon not less than three Business Days’ ' prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined by notice Administrative Agent in its sole discretionwill promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, (a) the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reductionreduction or (b) the Acquisition Term Loan Commitments in an amount up to the amount by which the Acquisition Term Loan Commitments exceed the aggregate principal amount of outstanding Acquisition Term Loans; provided that any such partial reduction of the Revolving Loan Commitment Amount Commitments or the Acquisition Term Loan Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. The Notice of Prepayment Company's notice to 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 Revolving Loan Commitments or the Acquisition Term Loan Commitments shall be effective on the date specified in Company’s 's notice and shall reduce the amount of the Revolving Loan Commitment or the Acquisition Term Loan Commitments, as applicable, of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of such termination or reduction and such termination or reduction shall be effective on the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of such notice.

Voluntary Reductions of Commitments. Company may, upon not less ----------------------------------- than three Business Days’ ' prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined by notice Administrative Agent in its sole discretionwill promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, the Acquisition Loan Commitments, or the Revolving Loan Commitment Amount Commitments in each case in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Acquisition Facility Commitments, or the Total Utilization of Revolving Loan Commitments exceed the aggregate amount of all outstanding Acquisition Loans, or aggregate Revolving Loan Exposure, respectively, at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount -------- Commitments shall be in an aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. The Notice of Prepayment Company's notice to 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 Commitments shall be effective on the date specified in Company’s 's notice and shall reduce the amount of the Revolving Loan applicable Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender Share of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of such termination or reduction and such termination or reduction shall be effective on the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of such noticeCommitments.

Voluntary Reductions of Commitments. Company Any Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing given to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by the Administrative Agent in its sole discretionby 12:00 Noon (New York City time) on the date required, at any time and from time to time, without premium or penalty, terminate in whole or permanently reduce in partpart the Commitments; provided that (a) no Borrower may terminate or reduce the Term Loan Commitments to an amount less than the Total Utilization of Term Loan Commitments, without premium (b) no Borrower may terminate or penalty, reduce the Revolving Loan Commitment Amount in Commitments to an amount up to the amount by which the Revolving Loan Commitment Amount exceeds less than the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that Commitments, (c) any such partial reduction of the Revolving Loan Commitment Amount Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 200,000 in excess of that amountamount and (d) no Borrower may terminate or reduce the Term Loan Commitments or the Revolving Loan Commitments if such termination or reduction could reasonably be expected to have a Material Adverse Effect. The Notice of Prepayment applicable Borrower’s notice to the Administrative Agent shall designate (i) the date (which shall be a Business Day) of such termination or reduction, (ii) whether the termination or reduction applies to Revolving Loan Commitments or Term Loan Commitments and (iii) the amount of any partial reductionsuch reduction or termination. Notice of such reduction or termination having been given as aforesaid, and such termination or reduction of the specified Commitments shall be effective on the date specified in Companythe applicable Borrower’s notice and shall reduce the amount of the Revolving Loan specified Commitment of each Revolving Lender proportionately to by its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of such termination or reduction and such termination or reduction shall be effective on the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of such noticeShare thereof.

Voluntary Reductions of Commitments. Company may, upon not ----------------------------------- less than three Business Days’ ' prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined by notice Administrative Agent in its sole discretionwill promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, (a) the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reductionreduction or (b) the Acquisition Term Loan Commitments; provided that any such partial reduction of the Revolving Loan Commitment Amount -------- Commitments or the Acquisition Term Loan Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. The Notice of Prepayment Company's notice to 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 Revolving Loan Commitments or the Acquisition Term Loan Commitments shall be effective on the date specified in Company’s 's notice and shall reduce the amount of the Revolving Loan Commitment or the Acquisition Term Loan Commitments, as applicable, of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. In addition, Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitment. The Notice of Prepayment with respect to the termination or reduction of the Delayed Draw Term Loan Commitment shall designate the date (which shall be a Business Day) of such termination or reduction and such termination or reduction shall be effective on the date specified in Company’s notice, which notice shall be irrevocable. Administrative Agent will promptly notify each Lender with a Delayed Draw Term Loan Commitment of such notice.