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 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. 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 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. 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 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. 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 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 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 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 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. 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 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. 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 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. (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 CommitmentsLoans and Dollar Swing Line Loans made on the effective date thereof, the Alternative Currency Sublimit, the Letter Total Extending Dollar Revolving Extensions of Credit Sublimit or would exceed 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 Extending Dollar Revolving Credit Commitments. Subject Any such reduction shall be in an amount equal to clause (iv) of $1,000,000, or a whole multiple thereof, and shall reduce permanently the proviso to the first sentence of this Section, the amount of any such Aggregate Dollar Revolving Credit Commitments then in effect. Each Lender’s Non-Extending Dollar Revolving Credit Commitment reduction shall not be applied to terminate in its entirety on 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 Non-Extending Revolving Credit Commitments shall be applied to the Termination Date. Each Lender’s Extending Dollar Revolving Credit Commitment of each Lender according to shall terminate in its Applicable entirety on the Extending 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 terminationTermination 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. 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 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 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. 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. 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 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 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 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. (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, 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 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 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. 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, 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 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 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. 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 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 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 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 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 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 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. 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) 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.

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. 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.