Common use of Voluntary Termination or Reduction of Commitments Clause in Contracts

Voluntary Termination or Reduction of Commitments. The Borrower Representative may, upon written notice to Administrative Agent, terminate the Commitments, or from time to time permanently reduce the Commitments; provided that (i) any such notice shall be received by Administrative Agent not later than 11:00 a.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 $2,500,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Representative shall not terminate or reduce the Commitments if, (A) immediately after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Credit Exposure of all Lenders would exceed the lesser of (x) the aggregate amount of the Commitments of the Lenders and (y) the Borrowing Base, in each case in effect at such time or (B) the aggregate amount of the Commitments of the Lenders would be less than $10,000,000 (unless with respect to this clause (B), the aggregate Commitments are reduced to $0) and (iv) if, immediately after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. Administrative Agent will promptly notify Lenders of any such notice of termination or reduction of the Commitments. Any reduction of the Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.

Voluntary Termination or Reduction of Commitments. The Borrower Representative Borrowers may, upon written notice to Administrative Agent, terminate the Commitments, at any time or from time to time time, upon irrevocable written notice to the Agent provided prior to 11:00 a.m. (California time) on the day of such termination or reduction, terminate or permanently reduce the Commitments; provided provided, that (i) any such notice shall may state that it is conditioned upon the consummation of a refinancing or other transaction, in which case such notice may be received revoked by Administrative Borrowers (by written notice to the Agent not later than 11:00 a.m. three (3) Business Days on or prior to the date of termination or reductionspecified prepayment date), (ii) any subject to Section 4.04, if such partial reduction shall be in an condition is not satisfied; provided further, that the aggregate amount of $2,500,000 or any whole multiple of $1,000,000 partial reduction is in excess thereofa Minimum Amount unless, (iii) the Borrower Representative shall not terminate or reduce the Commitments if, (A) immediately after giving effect thereto and to any concurrent prepayments hereunderof any Revolving Loans made on the effective date thereof, (i) the Revolving Credit Exposure Effective Amount of all Lenders Revolving Loans and L/C Obligations together would exceed the lesser of Aggregate Commitment then in effect, or (xii) the aggregate amount Effective Amount of all L/C Obligations would exceed the L/C Commitment then in effect. Once reduced in accordance with this Section 2.05, the Commitments of the Lenders and (y) the Borrowing Base, in each case in effect at such time or (B) the aggregate amount of the Commitments of the Lenders would may not be less than $10,000,000 (unless with respect to this clause (B), the aggregate Commitments are reduced to $0) and (iv) if, immediately after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. Administrative Agent will promptly notify Lenders of any such notice of termination or reduction of the Commitmentsincreased. Any reduction of the Commitments shall be applied to the Commitment of each Revolving Lender according to its Applicable PercentageProportionate Share, and each reduction in the Commitments shall also reduce the L/C Commitment in a like amount. All accrued commitment and letter of credit fees accrued until to, but not including, the effective date of any reduction or termination of the Commitments Commitments, shall be paid on the effective date of such reduction or termination.

Voluntary Termination or Reduction of Commitments. (a) The Borrower Representative may, upon written five Business Days' prior notice to the Administrative Agent, terminate the Revolving Commitments, or from time to time permanently reduce the Commitments; provided that (i) any such notice shall be received Revolving Commitments by Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate minimum amount of $2,500,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, ; PROVIDED that (iiii) the Borrower Representative no such reduction or termination shall not terminate or reduce the Commitments be permitted if, (A) immediately after giving effect thereto and to any concurrent prepayments hereunderof Loans made on the effective date thereof, (A) the Revolving Credit Exposure then Effective Amount of all Lenders Revolving Loans plus the Effective Amount of all L/C Obligations plus the Effective Amount of all Swingline Loans plus the Effective Amount of all Bid Loans would exceed the lesser of (x) the aggregate amount of the Commitments of the Lenders and (y) the Borrowing BaseAggregate Revolving Commitment then in effect, in each case in effect at such time or (B) the aggregate amount Effective Amount of all L/C Obligations would exceed the Commitments of the Lenders would be less than $10,000,000 (unless with respect to this clause (B), the aggregate Commitments are reduced to $0) L/C Commitment then in effect; and (ivii) ifonce reduced in accordance with this Section 2.8, immediately after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or Swing Line Sublimit exceeds the amount of neither the Revolving Credit Facility, Commitments nor the L/C Commitment may be increased. Any Revolving Commitment reduction notice shall specify the extent (if any) to which any such sublimit reduction shall be automatically reduced by applied to reduce as well the amount of such excessL/C Commitment. Administrative Agent will promptly notify Lenders of any such notice of termination or reduction of The L/C Commitment shall at no time exceed the CommitmentsAggregate Revolving Commitment. Any reduction of the Commitments Aggregate Revolving Commitment shall be applied ratably to each Bank's Revolving Commitment in accordance with such Bank's Pro Rata Share. If the Commitment of each Lender according Revolving Commitments are terminated in their entirety, all accrued commitment fees to its Applicable Percentage. All fees accrued until the effective date of any such termination of the Commitments Revolving Commitment, shall be paid on the effective date of such termination.

Voluntary Termination or Reduction of Commitments. The Borrower Representative mayWithout premium or penalty, and upon giving not less than ten (10) Business Days prior written and irrevocable notice to Administrative Agent, Borrower may permanently terminate in whole or in part the Commitments, or from time to time permanently reduce the CommitmentsTotal Commitment; provided that that: (ia) any such notice shall be received by Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of each partial termination or reduction, (ii) any such partial reduction shall be in an aggregate the amount of $2,500,000 5,000,000 or any whole a greater integral multiple of $1,000,000 in excess thereof, 1,000,000; (iiib) the Borrower Representative shall not terminate or reduce the Commitments if, (A) immediately after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Credit Exposure of all Lenders would exceed the lesser of (x) the aggregate amount of the Commitments of Total Commitment may not be reduced below the Lenders and Total Outstandings; (y) the Borrowing Base, in each case in effect at such time or (B) the aggregate amount of the Commitments of the Lenders would be less than $10,000,000 (unless with respect to this clause (B), the aggregate Commitments are reduced to $0) and (ivc) if, immediately after giving effect to any reduction of the CommitmentsTotal Commitment, the Letter of Credit Sublimit or Swing Line Sublimit exceeds fifty percent (50%) of the amount of the Revolving Total Commitment, the Letter of Credit Facility, such sublimit Sublimit shall be automatically reduced by the amount of such excess; and (d) each reduction shall be allocated Pro Rata among Lenders in accordance with their respective Pro Rata Parts. Administrative Agent will promptly notify Lenders Promptly after receipt of any such notice of termination or reduction, Administrative Agent shall notify each Lender of the proposed termination or reduction. Such termination or partial reduction of the CommitmentsTotal Commitment shall be effective on the Business Day specified in Borrower’s notice (which date must be at least ten (10) Business Days after Borrower’s delivery of such notice). Any reduction In the event that the Total Commitment is reduced to zero and there is no outstanding Principal Debt or L/C Obligations, this Agreement shall be terminated to the extent specified in Section 13.14, and all facility fees and other fees then earned and unpaid hereunder and all other amounts of the Commitments Obligation then due and owing shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of immediately due and payable, without notice or demand by any termination of the Commitments shall be paid on the effective date of such terminationCredit Party.

Voluntary Termination or Reduction of Commitments. The Borrower Representative Company may, upon written not less than five Business Days’ prior notice to the Administrative Agent, terminate the Commitments, Aggregate Commitment or from time to time permanently reduce the CommitmentsAggregate Commitment (pro rata based on the Lenders’ respective Commitment Percentages) by an aggregate minimum amount of One Million Five Hundred Thousand Dollars ($1,500,000) or any multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof; provided that provided, that: (i) any no such notice reduction or termination shall be received by Administrative Agent not later than 11:00 a.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 $2,500,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Representative shall not terminate or reduce the Commitments permitted if, (A) immediately after giving effect thereto and to any concurrent prepayments hereunderof the Loans made on the effective date thereof, the sum of the then outstanding principal amount of the Revolving Credit Exposure Loans, the outstanding principal amount of all Lenders the Swing Line Loans and the LC Amount would exceed the lesser of Aggregate Commitment then in effect; (xii) that once reduced in accordance with this Section 2.5, the aggregate amount of the Commitments of the Lenders Aggregate Commitment may not be increased; and (y) the Borrowing Base, in each case in effect at such time or (B) the aggregate amount of the Commitments of the Lenders would be less than $10,000,000 (unless with respect to this clause (B), the aggregate Commitments are reduced to $0) and (iviii) if, immediately after giving effect to any reduction of the CommitmentsAggregate Commitment, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityAggregate Commitment, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Administrative Agent will promptly notify Lenders of any such notice of termination or reduction of the Commitments. Any reduction of the Commitments Aggregate Commitment shall be applied to the each Lender’s Commitment of each Lender according to its Applicable in accordance with such Lender’s Commitment Percentage. All accrued non-use fees accrued until to, but not including the effective date of any reduction or termination of the Commitments Aggregate Commitment, shall be paid on the effective date of such reduction or termination.

Voluntary Termination or Reduction of Commitments. The Borrower Representative Subject to Section 4.04, the Company may, upon written notice to Administrative Agent, terminate the Commitments, or from time to time permanently reduce the Commitments; provided that (i) any such notice shall be received by Administrative Agent not later less than 11:00 a.m. three (3) Business Days Days' prior notice to the date Agent (and upon receipt of termination such notice the Agent shall promptly notify the Banks thereof), terminate the Combined Commitments or reduction, (ii) any such partial reduction shall be in permanently reduce the Combined Commitments by an aggregate minimum amount of $2,500,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof; unless, (iii) the Borrower Representative shall not terminate or reduce the Commitments if, (A) immediately after giving effect thereto and to any concurrent prepayments hereunderof Loans made on the effective date thereof, (a) the Effective Amount of the Revolving Credit Exposure Loans of any Bank shall exceed such Bank's Revolving Loan Commitment Sublimit, (b) the Effective Amount of all Lenders Revolving Loans and the U.S. Dollar Equivalent of all L/C Obligations together would exceed the lesser of (x) the aggregate amount of the Commitments of the Lenders and (y) the Borrowing Base, in each case in effect at such time or (B) the aggregate amount of the Commitments of the Lenders would be less than $10,000,000 (unless with respect to this clause (B), the aggregate Commitments are reduced to $0) and (iv) if, immediately after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityCombined Commitments then in effect, such sublimit shall be automatically reduced by or (c) the amount of such excess. Administrative Agent will promptly notify Lenders of any such notice of termination or reduction Effective Amount of the CommitmentsU.S. Dollar Equivalent of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section, the Combined Commitments may not be increased. Any reduction of the Combined Commitments shall be applied to the Commitment of each Lender Bank according to its Applicable PercentagePro Rata Share. If and to the extent specified by the Company in the notice to the Agent, some or all of the reduction in the Combined Commitments shall be applied to reduce the L/C Commitment. All accrued commitment and letter of credit fees accrued until to, but not including, the effective date of any reduction or termination of the Combined Commitments shall be paid on the effective date of such reduction or termination.

Voluntary Termination or Reduction of Commitments. The Borrower Representative Borrowers may, upon written not less than three Business Days' prior notice to Administrative the Agent, terminate the Commitments, Commitments or from time to time permanently reduce the Commitments; provided that (i) any such notice shall be received Commitments by Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate minimum amount of One Million Dollars ($2,500,000 1,000,000) or any whole multiple of Five Hundred Thousand Dollars ($1,000,000 500,000) in excess thereof; provided, (iii) the Borrower Representative that no such reduction or termination shall not terminate or reduce the Commitments be permitted if, (A) immediately after giving effect thereto and to any concurrent prepayments hereunderof the Loans made on the effective date thereof, the Revolving Credit Exposure then outstanding principal amount of all Lenders the Loans would exceed the lesser of (x) Revolving Commitments or the aggregate then outstanding principal amount of the Commitments of the Lenders Loans and (y) the Borrowing Base, in each case in effect at such time or (B) the aggregate amount of the Commitments of the Lenders would be less than $10,000,000 (unless with respect to this clause (B), the aggregate Commitments are reduced to $0) and (iv) if, immediately after giving effect to any reduction of the Commitments, the all Letter of Credit Sublimit or Swing Line Sublimit exceeds Obligations would exceed the amount of Commitments then in effect; and provided further, that once reduced in accordance with this Section 2.5, the Revolving Credit Facility, such sublimit shall Commitments may not be automatically reduced by the amount of such excess. Administrative Agent will promptly notify Lenders of any such notice of termination or reduction of the Commitmentsincreased. Any reduction of the Commitments shall be applied pro rata to the each Bank's Commitment of each Lender according to its Applicable in accordance with such Bank's Commitment Percentage. All If the Commitments are terminated in their entirety, all accrued commitment fees accrued until to, but not including, the effective date of any such termination of the Commitments shall be paid due on the effective date of such terminationtermination without any premium or penalty. Such notice shall not thereafter be revocable by the Borrowers, and the Agent shall promptly notify each Bank thereof and of such Bank's Commitment Percentage of such prepayment.

Voluntary Termination or Reduction of Commitments. The Borrower Representative Company may, upon written not less than five Business Days' prior notice to Administrative the Agent, terminate the Commitments, Aggregate Revolving Commitment or from time to time permanently reduce the Commitments; provided that (i) any such notice shall be received Aggregate Revolving Commitment by Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate minimum amount of $2,500,000 5,000,000 or any whole multiple of $$ 1,000,000 in excess thereof, (iii) provided that no such reduction or termination shall be permitted if the Borrower Representative shall not terminate or reduce the Commitments if, (A) immediately after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Credit Exposure Effective Amount of all Lenders outstanding Revolving Loans and L/C Obligations would exceed the lesser of Aggregate Revolving Commitment then in effect, or (xb) the aggregate amount Effective Amount of all L/C Obligations then outstanding would exceed the Commitments of the Lenders and (y) the Borrowing BaseAggregate L/C Commitment then in effect; and, provided, further, that once reduced in each case in effect at such time or (B) the aggregate amount of the Commitments of the Lenders would be less than $10,000,000 (unless accordance with respect to this clause (B)Section 2.05, the aggregate Commitments are reduced to $0) and (iv) ifAggregate Revolving Commitment and, immediately after giving effect to any reduction of if applicable the Commitments, the Letter of Credit Sublimit or Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall Aggregate L/C Commitment may not be automatically reduced by the amount of such excess. Administrative Agent will promptly notify Lenders of any such notice of termination or reduction of the Commitmentsincreased. Any reduction of the Commitments Aggregate Revolving Commitment shall be applied to the each Bank's Commitment of each Lender according to its Applicable in accordance with such Bank's Commitment Percentage. All fees accrued until If and to the effective date extent specified by the Company in the notice to the Agent, some or all of the reduction in the Aggregate Revolving Commitment shall be applied to reduce the Aggregate L/C Commitment, subject to the first proviso of the first sentence of this Section. If any termination of the Commitments shall be paid on the effective date of such termination.are terminated in their entirety, all accrued commitment fees

Voluntary Termination or Reduction of Commitments. The Borrower Representative Company may, upon written not less than three Business Days' prior notice to the Administrative Agent, terminate the Facility A Commitments, or from time to time permanently reduce the Commitments; provided that (i) any such notice shall be received Facility A Commitments by Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate minimum amount of $2,500,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof; provided, (iii) however, that any reduction of the Borrower Representative Facility A Commitment shall not terminate or reduce be accompanied by a reduction of Maximum Facility B Commitments in an amount equal to one-half of the Commitments ifreduced Facility A Commitments; and, (A) immediately provided, further, that after giving effect thereto and to any concurrent prepayments hereunderof Loans made on the effective date thereof, the Revolving Credit Exposure of all Lenders would exceed the lesser of (x) the aggregate then-outstanding principal amount of the Commitments of the Lenders Loans (including both Facility A Loans and (yFacility B Loans) the Borrowing Base, in each case in effect at such time or (B) the aggregate amount of the Commitments of the Lenders would be less than $10,000,000 (unless with respect to this clause (B), the aggregate Commitments are reduced to $0) and (iv) if, immediately after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or Swing Line Sublimit exceeds may not exceed the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by combined Commitments then in effect and the then-outstanding amount of the Facility B Loans may not exceed the amount of such excessthe combined Maximum Facility B Commitments then in effect. Administrative Agent will promptly notify Lenders of any such notice of termination or reduction of Once reduced in accordance with this Section, the CommitmentsFacility A Commitments and the Maximum Facility B Commitments may not be increased. Any reduction of the Facility A Commitments and the Maximum Facility B Commitments shall be applied to the Commitment of each Lender Bank according to its Applicable PercentagePro Rata Share. All accrued commitment fees accrued until to, but not including the effective date of any reduction or termination of the Commitments Commitments, shall be paid on the effective date of such reduction or termination.

Voluntary Termination or Reduction of Commitments. The Borrower Borrowers' Representative may, upon written not less than five (5) Business Days' prior notice to Administrative the U.S. Agent, terminate any Commitment or permanently reduce any Commitment by an aggregate minimum amount of One Million Dollars ($1,000,000) or, to the Commitmentsextent that such Commitment is denominated in Pounds, Five Hundred Thousand Pounds (500,000), or from time to time permanently reduce the Commitmentsany multiple of One Million Dollars ($1,000,000) or, as appropriate, Five Hundred Thousand Pounds (500,000) in excess thereof; provided that (i) any no such notice reduction or termination shall be received by Administrative Agent not later than 11:00 a.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 $2,500,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Representative shall not terminate or reduce the Commitments permitted if, (A) immediately after giving effect thereto and to any concurrent prepayments hereunderof the Loans made on the effective date thereof, (a) the Revolving Credit Exposure then outstanding principal amount of all Lenders the Loans would exceed the lesser amount of the corresponding Commitments then in effect, (xb) the aggregate amount of all Revolving Loans, Overdraft Pound Loans and L/C Obligations together would exceed the Commitments aggregate amount of the Lenders and Revolving Loan Commitments then in effect, (y) the Borrowing Base, in each case in effect at such time or (Bc) the aggregate amount of all L/C Obligations then outstanding would exceed the corresponding L/C Commitments of then in effect, or (d) the Lenders Overdraft Outstandings would be less than $10,000,000 (unless exceed the Overdraft Amount; provided, further, that once reduced in accordance with respect to this clause (B)Section 2.6, the aggregate Commitments are Commitment so reduced to $0) and (iv) if, immediately after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall may not be automatically reduced by the amount of such excess. Administrative Agent will promptly notify Lenders of any such notice of termination or reduction of the Commitmentsincreased. Any reduction of the Commitments Commitment shall be applied to the each Lender's Commitment of each Lender according to its Applicable pro rata in accordance with such Lender's Commitment Percentage. All accrued commitment and letter of credit fees accrued until to, but not including, the effective date of any reduction or termination of the Commitments a Commitment, shall be paid on the effective date of such terminationreduction or termination of any such request. The U.S. Agent will promptly notify the Lenders and, if applicable, the Issuing Bank and/or the Overdraft Bank of any reduction of a Commitment by the Borrowers hereunder.

Voluntary Termination or Reduction of Commitments. The Borrower Representative v) Holdings may, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent, terminate the Revolving Commitments, or from time to time permanently reduce the Revolving Commitments; , provided that (i) any such notice shall be received by Administrative Agent not later than 11:00 a.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 $2,500,000 or any whole multiple of $1,000,000 partial reduction is in excess thereofa Minimum Amount; unless, (iii) the Borrower Representative shall not terminate or reduce the Commitments if, (A) immediately after giving effect thereto and to any concurrent prepayments hereunderof any Loans made on the effective date thereof, (i) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the combined Revolving Commitments of the Revolving Lenders then in effect, or (ii) the Effective Amount of all L/C Obligations would exceed the L/C Commitment then in effect. Once reduced in accordance with this Section 2.05, the Revolving Credit Exposure of all Lenders would exceed the lesser of Commitments may not be increased (x) the aggregate amount of the Commitments of the Lenders and (y) the Borrowing Base, in each case in effect at such time or (B) the aggregate amount of the Commitments of the Lenders would be less than $10,000,000 (unless with respect except pursuant to this clause (BSection 2.01(f), the aggregate Commitments are reduced to $0) and (iv) if, immediately after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. Administrative Agent will promptly notify Lenders of any such notice of termination or reduction of the Commitments). Any reduction of the Revolving Commitments shall be applied to the Commitment of each Revolving Lender according to its Applicable PercentageRevolving Proportionate Share. If and to the extent specified by Holdings in the notice to the Administrative Agent, some or all of the reduction in the Revolving Commitments shall be applied to reduce the L/C Commitment. All accrued commitment and letter of credit fees accrued until to, but not including, the effective date of any reduction or termination of the Commitments Revolving Commitments, shall be paid on the effective date of such reduction or termination.

Voluntary Termination or Reduction of Commitments. The Borrower Representative (a) Holdings may, upon written not less than three (3) Business Days’ prior notice to the Administrative Agent, terminate the Revolving Commitments, or from time to time permanently reduce the Revolving Commitments; , provided that (i) any such notice shall be received by Administrative Agent not later than 11:00 a.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 $2,500,000 or any whole multiple of $1,000,000 partial reduction is in excess thereofa Minimum Amount; unless, (iii) the Borrower Representative shall not terminate or reduce the Commitments if, (A) immediately after giving effect thereto and to any concurrent prepayments hereunderof any Loans made on the effective date thereof, (i) the Revolving Credit Exposure Effective Amount of all Lenders Revolving Loans, Swingline Loans and L/C Obligations together would exceed the lesser of (x) the aggregate amount of the Commitments of the Lenders and (y) the Borrowing Base, in each case in effect at such time or (B) the aggregate amount of the Commitments of the Lenders would be less than $10,000,000 (unless with respect to this clause (B), the aggregate Commitments are reduced to $0) and (iv) if, immediately after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or Swing Line Sublimit exceeds the amount of the combined Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. Administrative Agent will promptly notify Lenders of any such notice of termination or reduction Commitments of the CommitmentsRevolving Lenders then in effect, or (ii) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.05, the Revolving Commitments may not be increased. Any reduction of the Revolving Commitments shall be applied to the Commitment of each Revolving Lender according to its Applicable PercentageRevolving Proportionate Share. If and to the extent specified by Holdings in the notice to the Administrative Agent, some or all of the reduction in the Revolving Commitments shall be applied to reduce the L/C Commitment. All accrued commitment and letter of credit fees accrued until to, but not including, the effective date of any reduction or termination of the Commitments Revolving Commitments, shall be paid on the effective date of such reduction or termination.

Voluntary Termination or Reduction of Commitments. The Borrower Representative may, upon written notice to Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by Administrative Agent not later than 11:00 a.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 $2,500,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Representative shall not terminate or reduce the Aggregate Commitments if, (A) immediately after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Credit Exposure of all Lenders Total Outstandings would exceed the lesser of (x) the aggregate amount of the Commitments of the Lenders and (y) the Borrowing BaseAggregate Commitments, in each case in effect at such time or (B) the aggregate amount of the Commitments of the Lenders would be less than $10,000,000 (unless with respect to this clause (B), the aggregate Commitments are reduced to $0) and (iv) if, immediately after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityAggregate Commitments, such sublimit L/C Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. In the case of any such notice to terminate the Aggregate Commitments which is made in connection with a proposed refinancing in full of the Obligations, Borrower shall be permitted to make such termination contingent upon the consummation of such refinancing. Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments pursuant to this Section 2.06 shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Voluntary Termination or Reduction of Commitments. The Borrower Representative (a) Holdings may, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent, terminate the Revolving Commitments, or from time to time permanently reduce the Revolving Commitments; , provided that (i) any such notice shall be received by Administrative Agent not later than 11:00 a.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 $2,500,000 or any whole multiple of $1,000,000 partial reduction is in excess thereofa Minimum Amount; unless, (iii) the Borrower Representative shall not terminate or reduce the Commitments if, (A) immediately after giving effect thereto and to any concurrent prepayments hereunderof any Loans made on the effective date thereof, (i) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the combined Revolving Commitments of the Revolving Lenders then in effect, or (ii) the Effective Amount of all L/C Obligations would exceed the L/C Commitment then in effect. Once reduced in accordance with this Section 2.05, the Revolving Credit Exposure of all Lenders would exceed the lesser of Commitments may not be increased (x) the aggregate amount of the Commitments of the Lenders and (y) the Borrowing Base, in each case in effect at such time or (B) the aggregate amount of the Commitments of the Lenders would be less than $10,000,000 (unless with respect except pursuant to this clause (BSection 2.01(f), the aggregate Commitments are reduced to $0) and (iv) if, immediately after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. Administrative Agent will promptly notify Lenders of any such notice of termination or reduction of the Commitments). Any reduction of the Revolving Commitments shall be applied to the Commitment of each Revolving Lender according to its Applicable PercentageRevolving Proportionate Share. If and to the extent specified by Holdings in the notice to the Administrative Agent, some or all of the reduction in the Revolving Commitments shall be applied to reduce the L/C Commitment. All accrued commitment and letter of credit fees accrued until to, but not including, the effective date of any reduction or termination of the Commitments Revolving Commitments, shall be paid on the effective date of such reduction or termination.