Common use of Voluntary Reductions Clause in Contracts

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect; provided, further that such notice may be conditioned upon the effectiveness of other credit facilities or the consummation of a transaction, the proceeds of which shall be used to repay the Obligations in connection with any such termination, 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 or conditions are not satisfied.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than five two (52) Business Days’ prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that any such notice for the termination of the full Revolving Committed Amount may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect; provided, further that such notice may be conditioned upon . Any reduction in the effectiveness of other credit facilities or the consummation of a transaction, the proceeds of which Revolving Committed Amount shall be used to repay the Obligations in connection with any such termination, in which case such notice may be revoked by the Borrower (by notice applied to the Administrative Agent on or prior to the specified effective date) if such condition or conditions are not satisfiedCommitment of each Revolving Lender in accordance with its Revolving Commitment Percentage.

Voluntary Reductions. The Borrower shall have the right to terminate Commitments may be terminated or permanently reduce reduced by the unused portion of the Revolving Committed Amount at any time Borrower in whole or from time to time subject to Section 2.15 but otherwise without premium or penalty in part upon not less than five one (51) Business Days’ Day's prior written notice to the Administrative Agent Agent; provided that (which shall notify the Lenders thereof as soon as practicablei) of each such termination or after giving effect to any voluntary reduction, which notice shall specify the effective date thereof and the aggregate principal amount of any such reduction which Loans plus LOC Obligations outstanding shall not exceed the Aggregate Revolving Committed Amount, as reduced, and (ii) partial reductions shall be in a minimum amount principal amounts of $3,000,000, and in integral multiples of $1,000,000 or a whole multiple of $500,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agentthereof; provided further, that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the then outstanding aggregate principal amount of outstanding the Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations plus outstanding Competitive Loans would exceed the Aggregate Revolving Committed Amount; and provided further, that with respect to the portion of the Commitments comprising Additional Revolving Loans, only one such reduction shall be permitted to be made in any calendar year. Notwithstanding the foregoing to the contrary, so long as the Aggregate Revolving Committed Amount shall not have been previously reduced below $150,000,000 pursuant to this Section 2.9(a), then the portion of the Commitments comprising Additional Revolving Loans, if reduced in effect; providedwhole or in part pursuant to this Section 2.9(a), further that such notice may be conditioned upon reinstated from time to time in the effectiveness form of other credit facilities or the consummation of a transaction, the proceeds of which shall be used to repay the Obligations in connection with any such termination, in which case such notice may be revoked by the Borrower (by notice new Additional Revolving Loans to the Administrative Agent on or prior extent then permitted to the specified effective date) if such condition or conditions are not satisfiedbe made under Section 2.5 hereof.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty Borrowers may, upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (which shall notify Agent, terminate or permanently reduce, in whole or in part, the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the aggregate amount of any such reduction which shall be in a minimum amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and shall be irrevocable and effective upon receipt USD Revolving Commitments and/or Euro Revolving Commitments hereunder by notice to the Administrative Agent; provided that no (i) any such notice thereof must be received by 11:00 a.m. at least three Business Days prior to the date of termination or reduction or termination and any such prepayment shall be permitted if in a minimum principal amount of $5 million or €5 million, as appropriate, and integral multiples of $1 million or €1 million, as appropriate in excess thereof; (ii) the aggregate amount of the respective Revolving Commitments may not be reduced to an amount less than the Revolving Loan Obligations in respect thereof then outstanding, and (iii) if, after giving effect thereto, and to any prepayments reduction of the aggregate amount of the applicable Revolving Commitments, the L/C Sublimit or the Swingline Sublimit shall exceed the aggregate amount of the Revolving Loans made Commitments in respect thereof, such sublimit shall be automatically reduced by the amount of the difference. The Administrative Agent will give prompt notice to the applicable Lenders of any such termination or reduction in the aggregate amount of such Revolving Commitments. Any reduction of the aggregate amount of USD Revolving Commitments and/or Euro Revolving Commitments shall be applied ratably to the applicable Revolving Commitments of the respective Lenders, as appropriate. All commitment or other fees accrued with respect thereto through the effective date of any termination of the aggregate amount of USD Revolving Commitments and/or Euro Revolving Commitments shall be paid on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect; provided, further that such notice may be conditioned upon the effectiveness of other credit facilities or the consummation of a transaction, the proceeds of which shall be used to repay the Obligations in connection with any such termination, 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 or conditions are not satisfied.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount and/or Delayed Draw Term Loan Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that (i) no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect; providedeffect and (ii) no such reduction or termination shall be permitted if after giving effect thereto, further that such notice may be conditioned upon and to any prepayments of the effectiveness of other credit facilities or Delayed Draw Term Loans made on the consummation of a transactioneffective date thereof, the proceeds sum of which shall be used to repay the Obligations aggregate principal amount of outstanding Delayed Draw Term Loans would exceed the Delayed Draw Term Loan Committed Amount then in connection with any such termination, 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 or conditions are not satisfiedeffect.

Voluntary Reductions. The Company (i) shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the U.S. Revolving Committed Amount, and (ii) the Canadian Borrower shall have the right to terminate or reduce (either permanently reduce or temporarily) the unused portion of the Revolving Canadian Committed Amount Amount, in each case at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than five ten (510) Business Days’ prior written notice to the Administrative Agent Agents (which who shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount Dollar Amount of $1,000,000 U.S.$5,000,000 or a whole multiple of $500,000 U.S.$1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative AgentAgents; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c) on the effective date thereof, the sum of (A) the aggregate principal amount Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans plus the aggregate principal amount of outstanding and LOC Obligations would exceed the Aggregate Revolving Committed Amount then in effect; provided, further that such notice may be conditioned upon (B) the effectiveness aggregate principal Dollar Amount of other credit facilities the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the consummation aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable Borrower of a transaction, the proceeds notice of which reduction pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) shall be used deemed to repay be a permanent reduction of the Obligations in connection with any such terminationU.S. Revolving Committed Amount or Canadian Revolving Committed Amount, 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 or conditions are not satisfiedas applicable.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the aggregate unused portion amount of the Revolving Committed Amount Commitments at any time or and from time to time subject to Section 2.15 but otherwise without penalty or premium or penalty upon not less than five (5) Business Days’ Days prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Commitments shall be in a minimum the amount of $1,000,000 10,000,000 or a whole higher integral multiple of $500,000 in excess thereof 5,000,000) and shall be irrevocable and effective only upon receipt by the Administrative AgentAgent (“Commitment Reduction Notice”); provided that no if such reduction or termination is being made in connection with the closing of another transaction, then it may be made conditional on the closing of such other transaction. Promptly after receipt of a Commitment Reduction Notice, the Administrative Agent shall notify each Lender of the proposed termination or Commitment reduction. The Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated (except pursuant to Section 2.12). The Borrower shall pay all interest and fees on the Loans accrued to the date of such reduction or termination of the Commitments to the Administrative Agent for the account of the Lenders, including any applicable compensation due to each Lender in accordance with Section 5.4. Each notice delivered by the Borrower pursuant to this Section 2.9(b) shall be permitted if after giving effect thereto, and to any prepayments irrevocable; provided that a notice of termination of the Revolving Loans made on Commitments delivered by the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect; provided, further Borrower may state that such notice may be is conditioned upon the effectiveness of other credit facilities or the consummation of a transaction, the proceeds of which shall be used to repay the Obligations in connection with any such terminationindentures, 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 or conditions are is not satisfied.

Voluntary Reductions. The Borrower shall have the right to terminate Commitments may be terminated or permanently reduce reduced by the unused portion of the Revolving Committed Amount at any time Borrower in whole or from time to time subject to Section 2.15 but otherwise without premium or penalty in part upon not less than five one (51) Business Days’ Day's prior written notice to the Administrative Agent Agent; provided that (which shall notify the Lenders thereof as soon as practicablei) of each such termination or after giving effect to any voluntary reduction, which notice shall specify the effective date thereof and the aggregate principal amount of any such reduction which Loans plus LOC Obligations outstanding shall not exceed the Aggregate Revolving Committed Amount, as reduced, and (ii) partial reductions shall be in a minimum amount principal amounts of $3,000,000, and in integral multiples of $1,000,000 or a whole multiple of $500,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agentthereof; provided further, that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the then outstanding aggregate principal amount of outstanding the Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations plus outstanding Competitive Loans would exceed the Aggregate Revolving Committed Amount; and provided further, that with respect to the portion of the Commitments comprising Additional Revolving Loans, only one such reduction shall be permitted to be made in any calendar year. Notwithstanding the foregoing to the contrary, so long as the Aggregate Revolving Committed Amount shall not have been previously reduced below $250,000,000 pursuant to this Section 2.9(a), then the portion of the Commitments comprising Additional Revolving Loans, if reduced in effect; providedwhole or in part pursuant to this Section 2.9(a), further that such notice may be conditioned upon reinstated from time to time in the effectiveness form of other credit facilities or the consummation of a transaction, the proceeds of which shall be used to repay the Obligations in connection with any such termination, in which case such notice may be revoked by the Borrower (by notice new Additional Revolving Loans to the Administrative Agent on or prior extent then permitted to the specified effective date) if such condition or conditions are not satisfiedbe made under Section 2.5 hereof.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the aggregate unused portion amount of the Revolving Committed Amount Commitments at any time or and from time to time subject to Section 2.15 but otherwise without penalty or premium or penalty upon not less than five (5) Business Days’ Days prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Commitments shall be in a minimum the amount of $1,000,000 10,000,000 or a whole higher integral multiple of $500,000 in excess thereof 5,000,000) and shall be irrevocable and effective only upon receipt by the Administrative AgentAgent (“Commitment Reduction Notice”); provided that no if such reduction or termination is being made in connection with the closing of another transaction, then it may be made conditional on the - 38 - closing of such other transaction. Promptly after receipt of a Commitment Reduction Notice, the Administrative Agent shall notify each Lender of the proposed termination or Commitment reduction. The Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated (except pursuant to Section 2.12). The Borrower shall pay all interest and fees on the Loans accrued to the date of such reduction or termination of the Commitments to the Administrative Agent for the account of the Lenders, including any applicable compensation due to each Lender in accordance with Section 5.4. Each notice delivered by the Borrower pursuant to this Section 2.9(b) shall be permitted if after giving effect thereto, and to any prepayments irrevocable; provided that a notice of termination of the Revolving Loans made on Commitments delivered by the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect; provided, further Borrower may state that such notice may be is conditioned upon the effectiveness of other credit facilities or the consummation of a transaction, the proceeds of which shall be used to repay the Obligations in connection with any such terminationfacilities, 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 or conditions are is not satisfied.

Voluntary Reductions. The Borrower shall have the right to terminate Commitments may be terminated or permanently reduce reduced by the unused portion of the Revolving Committed Amount at any time Borrower in whole or from time to time subject to Section 2.15 but otherwise without premium or penalty in part upon not less than five one (51) Business Days’ Day’s prior written notice to the Administrative Agent Agent; provided that (which shall notify the Lenders thereof as soon as practicablei) of each such termination or after giving effect to any voluntary reduction, which notice shall specify the effective date thereof and the aggregate principal amount of any such reduction which Loans plus LOC Obligations outstanding shall not exceed the Aggregate Revolving Committed Amount, as reduced, and (ii) partial reductions shall be in a minimum amount principal amounts of $3,000,000, and in integral multiples of $1,000,000 or a whole multiple of $500,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agentthereof; provided further, that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the then outstanding aggregate principal amount of outstanding the Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations plus outstanding Competitive Loans would exceed the Aggregate Revolving Committed Amount; and provided further, that with respect to the portion of the Commitments comprising Additional Revolving Loans, only one such reduction shall be permitted to be made in any calendar year. Notwithstanding the foregoing to the contrary, so long as the Aggregate Revolving Committed Amount shall not have been previously reduced below $250,000,000 pursuant to this Section 2.9(a), then the portion of the Commitments comprising Additional Revolving Loans, if reduced in effect; providedwhole or in part pursuant to this Section 2.9(a), further that such notice may be conditioned upon reinstated from time to time in the effectiveness form of other credit facilities or the consummation of a transaction, the proceeds of which shall be used to repay the Obligations in connection with any such termination, in which case such notice may be revoked by the Borrower (by notice new Additional Revolving Loans to the Administrative Agent on or prior extent then permitted to the specified effective date) if such condition or conditions are not satisfiedbe made under Section 2.5 hereof.

Voluntary Reductions. The Each Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect; provided, further provided that a notice of termination of the Revolving Commitments may state that such notice may be is conditioned upon the effectiveness of other credit facilities or the consummation receipt of a transaction, the proceeds from the issuance of which shall be used to repay other Indebtedness or the Obligations in connection with any such terminationoccurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition or conditions are is not satisfied. Any reduction in the Revolving Committed Amount shall be applied to the Commitment of each Revolving Lender in according to its Revolving Commitment Percentage.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount and the Credit-Linked LOC Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 2,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that (i) no such reduction or termination of the Revolving Committed Amount shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding Revolving LOC Obligations would exceed the Revolving Committed Amount then in effect; providedeffect and (ii) no such reduction or termination of the Credit-Linked LOC Committed Amount shall be permitted if after giving effect thereto, further that such notice may be conditioned upon the effectiveness of other credit facilities outstanding Credit-Linked LOC Obligations would exceed the Credit-Linked LOC Committed Amount then in effect or the consummation of a transaction, the proceeds of which shall be used to repay the Obligations in connection with any Credit-Linked Deposits at such termination, 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 or conditions are not satisfiedtime.

Voluntary Reductions. The Following the Significant Capital Event, the Borrower shall have the right may from time to terminate or time permanently reduce the unused portion of or terminate the Revolving Committed Amount at any time and Total Committed Amount in whole or from time to time subject to Section 2.15 but otherwise without premium in part (in minimum aggregate amounts of $10,000,000 or penalty in integral multiples of $1,000,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon not less than five (5) Business Days’ ' prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each Agent; provided, however, no such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, which would cause (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations would to exceed the Revolving Committed Amount then in effect; provided, further that such notice may be conditioned upon the effectiveness of other credit facilities or the consummation Borrowing Base Amount or (ii) the sum of a transactionthe aggregate outstanding principal amount of Revolving Loans plus the aggregate principal amount of the outstanding Bridge Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations to exceed the Total Committed Amount, unless (in both cases), concurrently with such termination or reduction, the proceeds Revolving Loans are repaid to the extent necessary to eliminate such excess. The Agent shall promptly notify each affected Lender of which shall be used receipt by the Agent of any notice from the Borrower pursuant to repay the Obligations in connection with any such termination, in which case such notice may be revoked this Section 3.6(a). Any notices provided by the Borrower (pursuant to this Section 3.6(a) shall be irrevocable once given and shall be effective only upon receipt of the same by notice to the Administrative Agent on or prior to the specified effective date) if such condition or conditions are not satisfiedAgent.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the the(a) unused portion of the Revolving Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof and and, subject to the final sentence of Section 2.7(a) below, shall be irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect; provided, further that such notice may . Any reduction in the Revolving Committed Amount shall be conditioned upon applied to the effectiveness Commitment of other credit facilities or each Revolving Lender in accordance with its Revolving Commitment Percentage. LOC Committed Amount. If the consummation of a transactionRevolving Committed Amount is reduced below the then current(b) LOC Committed Amount, the proceeds of which LOC Committed Amount shall automatically be used to repay reduced by an amount such that the Obligations in connection with any such termination, in which case such notice may be revoked by LOC Committed Amount equals the Borrower (by notice to Revolving Committed Amount. Revolving Maturity Date. The Revolving Commitments and the Administrative Agent LOC Commitment shall(c) automatically terminate on or prior to the specified effective date) if such condition or conditions are not satisfied.Revolving Maturity Date. - 54-

Voluntary Reductions. The Each Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect; provided, further provided that a notice of termination of the Revolving Commitments may state that such notice may be is conditioned upon the effectiveness of other credit facilities or the consummation of a transaction, the proceeds of which shall be used to repay the Obligations in connection with any such terminationfacilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition or conditions are is not satisfied. Any reduction in the Revolving Committed Amount shall be applied to the Commitment of each Revolving Lender in according to its Revolving Commitment Percentage.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount and the Credit-Linked LOC Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than five (5) Business Days’ ' prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 2,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that (i) no such reduction or termination of the Revolving Committed Amount shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding Revolving LOC Obligations would exceed the Revolving Committed Amount then in effect; providedeffect and (ii) no such reduction or termination of the Credit-Linked LOC Committed Amount shall be permitted if after giving effect thereto, further that such notice may be conditioned upon the effectiveness of other credit facilities outstanding Credit-Linked LOC Obligations would exceed the Credit-Linked LOC Committed Amount then in effect or the consummation of a transaction, the proceeds of which shall be used to repay the Obligations in connection with any Credit-Linked Deposits at such termination, 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 or conditions are not satisfiedtime.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount and/or the Delayed Draw Term Loan Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than five (5) Business Days’ prior written notice (which notice may be made by fax) to the Administrative Agent (which shall notify the Revolving Lenders and/or the Delayed Draw Term Loan Lenders, as applicable, thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; , provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, (i) with respect to termination or reduction of the Revolving Committed Amount, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations would exceed the Revolving Committed Amount then in effect; provided, further that such notice may be conditioned upon or (ii) with respect to termination or reduction of the effectiveness of other credit facilities or the consummation of a transactionDelayed Draw Term Loan Committed Amount, the proceeds sum of which shall be used to repay outstanding Delayed Draw Term Loans would exceed the Obligations in connection with any such termination, 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 or conditions are not satisfiedDelayed Draw Term Loan Committed Amount.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount and the Credit-Linked LOC Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 2,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that (i) no such reduction or termination of the Revolving Committed Amount shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding Revolving LOC Obligations would exceed the Revolving Committed Amount then in effect; providedeffect and (ii) no such reduction or termination of the Credit-Linked LOC Committed Amount shall be permitted if after giving effect thereto, further that such notice may be conditioned upon the effectiveness of other credit facilities outstanding Credit-Linked LOC Obligations would exceed the Credit-Linked LOC Committed Amount then in effect or the consummation of a transaction, the proceeds of which shall be used to repay the Obligations in connection with any Credit-Linked Deposits at such termination, 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 or conditions are not satisfied.time. 57

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 10,000,000 or a whole multiple of $500,000 5,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that (i) no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect; provided, further that effect and (ii) such notice may be conditioned upon the effectiveness of other credit facilities voluntary reductions or the consummation of a transaction, the proceeds of which terminations shall be used applied pro rata to repay each of the Obligations in connection Revolving Lenders; provided that if a Lender is a Lender with any a Non-Extending Revolving Commitment and an Extended Revolving Commitment, such termination, in which case voluntary reductions or terminations shall be applied first to such notice may be revoked by the Borrower (by notice Lender’s Non-Extending Revolving Commitment and second to the Administrative Agent on or prior to the specified effective date) if such condition or conditions are not satisfiedLender’s Extended Revolving Commitment.

Voluntary Reductions. The Borrower shall have the right to terminate Commitments may be terminated or permanently reduce reduced by the unused portion of the Revolving Committed Amount at any time Borrower in whole or from time to time subject to Section 2.15 but otherwise without premium or penalty in part upon not less than five one (51) Business Days’ Day’s prior written notice to the Administrative Agent Agent; provided that (which shall notify the Lenders thereof as soon as practicablei) of each such termination or after giving effect to any voluntary reduction, which notice shall specify the effective date thereof and the aggregate principal amount of any such reduction which Loans plus LOC Obligations outstanding shall not exceed the Aggregate Revolving Committed Amount, as reduced, and (ii) partial reductions shall be in a minimum amount principal amounts of $3,000,000, and in integral multiples of $1,000,000 or a whole multiple of $500,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agentthereof; provided further, that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the then outstanding aggregate principal amount of outstanding the Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations plus Competitive Loans would exceed the Aggregate Revolving Committed Amount.; and provided further, that with respect to the portion of the Commitments comprising Additional Revolving Loans, only one such reduction shall be permitted to be made in any calendar year. Notwithstanding the foregoing to the contrary, so long as the Aggregate Revolving Committed Amount shall not have been previously reduced below $150,000,000 pursuant to this Section 2.9(a), then the portion of the Commitments comprising Additional Revolving Loans, if reduced in effect; providedwhole or in part pursuant to this Section 2.9(a), further that such notice may be conditioned upon reinstated from time to time in the effectiveness form of other credit facilities or the consummation of a transaction, the proceeds of which shall be used to repay the Obligations in connection with any such termination, in which case such notice may be revoked by the Borrower (by notice new Additional Revolving Loans to the Administrative Agent on or prior extent then permitted to the specified effective date) if such condition or conditions are not satisfiedbe made under Section 2.5 hereof.

Voluntary Reductions. The Each Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than five (5) Business Days’ ' prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect; provided, further provided that a notice of termination of the Revolving Commitments may state that such notice may be is conditioned upon the effectiveness of other credit facilities or the consummation of a transaction, the proceeds of which shall be used to repay the Obligations in connection with any such terminationfacilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition or conditions are is not satisfied. Any reduction in the Revolving Committed Amount shall be applied to the Commitment of each Revolving Lender in according to its Revolving Commitment Percentage.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect; provided, further that such notice may be conditioned upon . Any reduction in the effectiveness of other credit facilities or the consummation of a transaction, the proceeds of which Revolving Committed Amount shall be used to repay the Obligations in connection with any such termination, in which case such notice may be revoked by the Borrower (by notice applied to the Administrative Agent on or prior Commitment of each Revolving Lender in accordance to its Revolving Commitment Percentage. Confidential Materials Omitted and Filed Separately with the specified effective date) if such condition or conditions Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are not satisfied.marked: [***]

Voluntary Reductions. The Borrower Borrowers shall have the right to terminate or permanently reduce the unused portion of the U.S. Revolving Committed Amount or the Multicurrency Revolving Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than five (5) Business Days’ ' prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, (i) the sum of the aggregate principal amount of outstanding Aggregate U.S. Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Exposure would exceed the Revolving Availability Amount or (ii) the aggregate principal outstanding Dollar Amount of Multicurrency Revolving Loans would exceed the aggregate Multicurrency Revolving Committed Amount, as reduced. Any reduction in the Revolving Committed Amount then in effect; provided, further that such notice may be conditioned upon the effectiveness of other credit facilities or the consummation of a transaction, the proceeds of which shall be used to repay the Obligations in connection with any such termination, in which case such notice may be revoked by the Borrower (by notice applied to the Administrative Agent on or prior to the specified effective date) if such condition or conditions are not satisfiedCommitment of each Revolving Lender in accordance with its Revolving Commitment Percentage.