Common use of Voluntary Commitment Reductions Clause in Contracts

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.13(b), terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed Maximum Credit exceeds the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any each such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and or an integral multiples multiple of $1,000,000 in excess of that such amount. (ii) Borrower’s notice To make a voluntary termination or reduction of the Revolving Commitments pursuant to Section 2.13(b)(i), the Borrower shall notify the Administrative Agent not later than 1:00 p.m. (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or reduction of the Revolving Commitments specified therein shall be become effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereoftherein; provided that a notice of termination or partial reduction of the Revolving Commitments under Section 2.13(b)(i) may state that such notice is conditional conditioned upon the effectiveness occurrence of other credit facilities one or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionmore events specified therein, in which case such notice of termination or partial reduction may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof. Each voluntary reduction of the Revolving Commitments shall reduce the Revolving Commitments of the Lenders in accordance with their Pro Rata Shares.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part the Aggregate Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionaccordance with their respective commitment percentage thereof); provided that (A) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 3,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business DayDay and at least three Business Days after the date of such notice) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Aggregate Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share Revolving Commitment Percentage thereof; provided that a notice of termination or partial reduction of the Aggregate Revolving Commitments may state that such notice is conditional conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from of the issuance of other Indebtedness or upon the closing occurrence of an acquisition transactionsome other identifiable event or condition, in which case such notice of termination or partial reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 3:00 p.m. on the specified dateeffective date of termination) if such condition is not satisfiedsatisfied (it being understood that the failure of such contingency shall not relieve the Borrower from its obligations under Section 3.1(c)).

Voluntary Commitment Reductions. (i) Borrower The Borrowers may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part (i) the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionaccordance with their respective commitment percentage thereof); provided that provided, (A) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) Borrower’s The Borrowers’ notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s the Borrowers’ notice and shall reduce the Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share Revolving Commitment Percentage thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part (i) the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionaccordance with their respective commitment percentage thereof); provided that provided, (A) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) 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 Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share Revolving Commitment Percentage thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone other electronic image scan transmission (e.g., pdf via email) to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Aggregate Total Utilization of Revolving Commitments Exposure at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and if the Revolving Commitments are not being terminated, the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that provided, however, if a notice of commitment termination or partial reduction may state that is given in connection with a conditional transaction or financing, such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by written notice to the Administrative Agent given on or prior to the specified datedate of such termination or reduction, subject to Section 2.16(c). (iii) if If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such condition is not satisfiedsublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank).

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time time, without premium or penalty (subject to Section 3.1) terminate in whole or permanently reduce in part, without premium or penalty, part (i) the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionaccordance with their respective commitment percentage thereof); provided that provided, (A) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments to the extent that after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) to the extent that after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) 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 Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share Revolving Commitment Percentage thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (ia) Borrower The Borrowers may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part (i) the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the accordance with their respective Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionCommitment Percentage); provided that provided, (i) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (ii) the Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount exceed the Aggregate Revolving Commitments and (iii) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (iib) Borrower’s The Borrowers’ notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s the Borrowers’ notice and shall reduce the Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share Revolving Commitment Percentage thereof; provided that a notice of termination or partial reduction may state that , unless such notice is conditional upon the effectiveness of other credit facilities cancelled or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or Borrowers no later than one Business Day prior to the specified such prepayment date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be be, unless otherwise agreed by the Administrative Agent in an aggregate minimum amount of $5,000,000 2,000,000 and in integral multiples of $1,000,000 100,000 in excess of that amountamount (or such lesser amount which constitutes the full amount of Revolving Commitments in excess of the Total Utilization of Revolving Commitments at such time). Any Revolving Commitments terminated under this Section 2.13(b) may not be re-established. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided provided, that a notice Prepayment Notice made in connection with a refinancing of termination the Loans or partial reduction sale of the Borrower may state that be conditioned upon the consummation of such refinancing or sale (and if such refinancing or sale is not consummated, the principal amount of the Loans specified in such notice is conditional upon shall not be so due and payable on the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, prepayment date specified in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiednotice).

Voluntary Commitment Reductions. (i) Borrower Borrowers may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile facsimile, electronic mail or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionreduction (after giving effect to any concurrent prepayments on such date); provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower’s Borrowers’ notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s Borrowers’ notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided provided, that a notice of termination or partial reduction may state that any such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to conditioned on the Administrative Agent consummation of a refinancing or other transaction and may be rescinded or postponed on or prior to the specified date) proposed reduction date if such condition refinancing or other transaction is not satisfiedconsummated or is delayed.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that that, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that thereof (unless such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the conditioned on a refinancing, including in connection with an issuance of other Indebtedness debt or upon the closing of an acquisition transactionequity securities, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to such date and no such reduction shall occur as a result thereof in the specified date) if case of such condition is not satisfieda revocation).

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice and the Administrative Agent will promptly transmit such written or telephonic notice by telefacsimile facsimile or other written transmission or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving such Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) 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 Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that thereof (unless such notice is conditional upon the effectiveness of other credit facilities or the receipt in connection with a refinancing of the proceeds from the issuance of Loans or other Indebtedness or upon the closing of an acquisition transaction, transaction in which case such notice of termination or partial reduction may be revoked by conditioned on consummation of such refinancing or other transaction). Notwithstanding the foregoing, the Borrower may elect to reduce or terminate any Class of Revolving Commitments (by notice to the Administrative Agent on and prepay Revolving Exposure associated therewith) without reducing or prior to the specified date) if such condition is not satisfiedterminating Revolving Commitments of any other Class.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part (i) the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionaccordance with their respective commitment percentage thereof); provided that provided, (A) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) 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 Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share Revolving Commitment Percentage thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) The Borrower Representative may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will shall promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the U.S. Revolving Commitments, the Canadian Revolving Commitments and/or the Foreign Revolving Commitments in an amount up to the amount by which (x) the U.S. Revolving Commitments exceed the Total Utilization of U.S. Revolving Commitments, (y) the Canadian Revolving Commitments exceed the Total Utilization of Canadian Revolving Commitments or (z) the Foreign Revolving Commitments exceed the Total Utilization of Foreign Revolving Commitments, as applicable, at the time of such proposed termination or reduction; provided provided, that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of of, with respect to U.S. Revolving Commitments and Canadian Revolving Commitments, $5,000,000 and integral multiples of $1,000,000 in excess of that amount, and, with respect to Foreign Revolving Commitments, €5,000,000 and integral multiples of €1,000,000 in excess of that amount. (ii) BorrowerThe Borrower Representative’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrowerthe Borrower Representative’s notice and shall reduce the applicable Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share thereof; provided that such a notice of termination or partial reduction may state that such notice is conditional conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionfacilities, in which case such notice of termination or partial reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) Representative if such condition conditions is not satisfied.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice the Administrative Agent will shall promptly transmit electronically or by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which (x) the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided provided, that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of of, $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) 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 Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the applicable Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share thereof; provided that such a notice of termination or partial reduction may state that such notice is conditional conditioned upon the effectiveness of other credit facilities facilities, indentures or similar agreements or the receipt occurrence of the proceeds from the issuance of any other Indebtedness or upon the closing of an acquisition transactiontransactions, in which case such notice of termination or partial reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Notwithstanding anything to the contrary contained in this Section 2.13(b)(ii) or any other provision of this Agreement, the Borrower may reduce the Revolving Commitment of any Defaulting Lender to an amount not less than the applicable Revolving Exposure of such Defaulting Lender with respect to such Revolving Commitment (it being understood that for purposes of determining such Defaulting Lender’s Revolving Exposure pursuant to this sentence, such Defaulting Lender’s Revolving Commitments shall be deemed to be terminated), such reduction to be subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed).

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will shall promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionreduction (after giving effect to any repayment or prepayment which is to occur concurrently with such termination); provided provided, that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, or, if less, the entire remaining amount of the Revolving Commitments. (ii) 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 Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent by any Electronic System or an Approved Borrower Portal (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone other electronic image scan transmission (e.g., pdf via email) to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Aggregate Total Utilization of Revolving Commitments Exposure at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount; provided, further all reductions of the Revolving Commitments shall be applied first to the Unsecured Revolving Commitments until they are reduced to zero and then to the Secured Revolving Commitments. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and if the Revolving Commitments are not being terminated, the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that provided, however, if a notice of commitment termination or partial reduction may state that is given in connection with a conditional transaction or financing, such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by written notice to the Administrative Agent given on or prior to the specified datedate of such termination or reduction, subject to Section 2.07. (iii) if If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such condition is not satisfiedsublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank).

Voluntary Commitment Reductions. (i) Borrower Company may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile facsimile or telephone email to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in partpart any unused portion of the Delayed Draw Term Loan Commitments; provided, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Delayed Draw Term Loan Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 (or the remaining balance of the Commitments if less) and integral multiples of $1,000,000 in excess of that amount. (iii) BorrowerCompany’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Delayed Draw Term Loan Commitments shall be effective on the date specified in BorrowerCompany’s notice and shall reduce the Revolving Commitment Delayed Draw Term Loan of each Lender proportionately to its Pro Rata Share thereof; provided provided, that a any notice of termination or partial reduction may state that such notice is conditional be conditioned upon the effectiveness of other credit facilities or any other financing, disposition, sale or other transaction. (ii) In addition to the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionforegoing, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior may, at any time and from time to time, reduce the specified dateTotal Delayed Draw Term Loan Commitment (and the Delayed Draw Term Loan Commitment of each Lender) if to an amount which remains sufficient to pay all interest for the remaining term of the Agreement, calculated as of the date of any such condition is not satisfiedreduction.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile facsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) 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 Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided provided, that a notice of any such termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by conditioned on the occurrence of any subsequent event (including a refinancing transaction). (iii) If, after giving effect to any reduction of the Revolving Commitments, the aggregate Letter of Credit Issuance Commitments exceed the aggregate Revolving Commitments, the Issuing Banks and the Borrower shall agree on how to allocate such excess to reductions of the Letter of Credit Issuance Commitments; provided, that if the Issuing Banks and the Borrower shall not so agree within thirty (by notice 30) days of giving effect to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedreduction, such allocation shall be made pro rata across all unused Letter of Credit Issuance Commitments.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a any such notice of termination or partial reduction delivered by Borrower may state that such notice is conditional conditioned upon the effectiveness of other credit facilities financing arrangements or the receipt of the proceeds from the issuance consummation of other Indebtedness or upon the closing of an acquisition transactiontransactions, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice from Borrower promptly confirmed by delivery of written notice thereof to the Revolving Facility Administrative Agent (a copy of which original written or telephonic notice the Revolving Facility Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower’s notice to the Revolving Facility Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided thereof (provided, that a notice of any such termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or be conditioned upon the closing of an acquisition transactiona transaction or refinancing, in which case upon the failure of such transaction or refinancing to close, such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedcancelled).

Voluntary Commitment Reductions. (i) Borrower The Company may, upon not less than three (3) Business Days’ ’’ prior written notice pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment (or, in each case, such later date or time to which the Administrative Agent may reasonably agree) (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile electronic mailemail or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Credit Commitments of each Class or any Class, in the Company’sCompany’s discretion, in an amount up to the amount by which the Revolving Credit Commitments exceed the Total Utilization of Revolving Commitments Credit Outstandings at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Credit Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. ; provided, however, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (ii) BorrowerThe Company’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitments shall be effective on the date specified in Borrowerthe Company’s notice and shall reduce the Applicable Revolving Commitment Credit Percentage of each Revolving Credit Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent applicable Class on or prior to the specified date) if such condition is not satisfieda pro rata basis.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 500,000, and integral multiples of $1,000,000 250,000 in excess of that amount. (ii) 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 Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of any such termination or partial reduction notice may state that such notice is conditional upon condition the effectiveness termination or reduction on the occurrence or non-occurrence of other credit facilities or the receipt any event (including a Change of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition Control, refinancing transaction, Permitted Acquisition or other Investment) in which case such notice of termination or partial reduction may be revoked (or extended) by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. (iii) If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionCommitments; provided that any such partial reduction of the Revolving Commitments shall in each case be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) 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 Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction of the Commitments may state that such notice is conditional upon the effectiveness of other credit facilities or facilities, the receipt of the proceeds from the issuance of other Indebtedness or upon the Disposition of assets or the closing of an a merger or acquisition transaction, in which case such notice of termination or partial reduction may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedsatisfied or delayed in effectiveness. All Undrawn Commitment Fees in respect of the Commitments accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate time, terminate, in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that accordance with their respective commitment percentage thereof), provided: (A) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of Five Million Dollars ($5,000,000 5,000,000) and integral multiples of One Million Dollars ($1,000,000 1,000,000) in excess thereof; (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments; and (C) if, after giving effect to any reduction of that amountthe Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) 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 Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share Revolving Commitment Percentage thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice such shorter period of time as may be agreed to by the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable LenderAgent), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization aggregate principal amount of all outstanding Revolving Commitments Loans at the time of such proposed termination or reductionreduction (after giving effect to any prepayment in connection therewith); provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) 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 Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a . Notwithstanding the foregoing, any notice of reduction or termination delivered in connection with any refinancing of the Facility with the proceeds of the incurrence of any Indebtedness or partial reduction some other identifiable event or condition may state that such notice is conditional be, if expressly so stated to be, contingent upon the effectiveness incurrence of other credit facilities such Indebtedness or the receipt occurrence of the proceeds from the issuance of such other Indebtedness identifiable event or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction condition and may be revoked by the Borrower (by notice to in the Administrative Agent on or prior to the specified date) if event such condition contingency is not satisfiedmet.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile facsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, (A) the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, and (B) the DSR Commitments in an amount up to the amount by which the DSR Commitments exceed the Total Utilization of DSR Commitments at the time of such proposed termination or reduction; provided, any such partial reduction of the DSR Commitments shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments or DSR Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment or DSR Commitments, as applicable, of each Revolving Lender and/or Issuing Bank proportionately to its Pro Rata Share thereof; provided provided, that a notice of any such termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower conditioned on the occurrence of any subsequent event (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedincluding a refinancing transaction).

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided provided, that a such notice of termination or partial reduction may state that such notice it is conditional conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactiontransactions, in which case such notice of termination or partial reduction may be revoked or delayed by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be be, unless otherwise agreed by the Administrative Agent, in an aggregate minimum amount of $5,000,000 2,000,000 and integral multiples of $1,000,000 100,000 in excess of that amountamount (or such lesser amount which constitutes the full amount of Revolving Commitments in excess of the Total Utilization of Revolving Commitments at such time). Any Revolving Commitments terminated under this Section 2.13(b) may not be re-established. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided provided, that a notice of termination prepayment made in connection with a refinancing of the Loans or partial reduction sale of the Borrower may state that be conditioned upon the consummation of such refinancing or sale (and if such refinancing or sale is not consummated, the principal amount of the Loans specified in such notice is conditional upon shall not be so due and payable on the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, prepayment date specified in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiednotice).

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at At any time and from time to time the Borrower may, without premium or penalty but subject to the compliance with the conditions set forth in this Section 2.13(b), terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the total Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any each such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that such amount. (ii) Borrower’s notice To make a voluntary termination or reduction of the Revolving Commitments pursuant to Section 2.13(b)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or reduction of the Revolving Commitments specified therein shall be become effective on the date specified in Borrower’s notice therein and shall reduce the Revolving Commitment of each Lender proportionately to by its Pro Rata Share thereof; provided that a notice of termination or partial reduction of the Revolving Commitments under Section 2.13(b)(i) may state that such notice is conditional conditioned upon the effectiveness occurrence of other credit facilities one or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionmore events specified therein, in which case such notice of termination or partial reduction 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. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the details thereof.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile facsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, (a) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided provided, that a notice of any such termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked conditioned on the occurrence of any subsequent event (including a Change of Control or refinancing transaction). (iii) If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Commitments, such sublimit shall be automatically reduced by Borrower (by notice to the Administrative Agent on or prior to the specified date) if amount of such condition is not satisfiedexcess.

Voluntary Commitment Reductions. (ia) Borrower Borrowers may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, (i) the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount or (ii) any of the Delayed Draw Term Loan Commitments in an amount up to the amount by which the Delayed Draw Term Loan Commitments exceed the aggregate principal amount of Delayed Draw Term Loans outstanding; provided, any such partial reduction of the Delayed Draw Term Loan Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (iib) Borrower’s Borrowers’ notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments or the Delayed Draw Term Loan Commitments, as the case may be, shall be effective on the date specified in Borrower’s Borrowers’ notice and shall reduce the Revolving Commitment or the applicable Delayed Draw Term Loan Commitment, as the case may be, of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (ia) Borrower Subject to payment of an Early Termination Fee as described in this Section 2.9, Company may, upon not less than three thirty (30) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to and each applicable Lender), at any time and from time to time the date that is eighteen (18) months after the Closing Date, terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount; and provided further that any such reduction of the Commitments shall effect a ratable reduction of the Commitments of each Lender. Notwithstanding the foregoing, voluntary reductions of Commitments are prohibited from the Closing Date until the date that is eighteen (18) months after the Closing Date. (iib) BorrowerCompany’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in BorrowerCompany’s notice and shall reduce the Revolving Commitment of each applicable Lender proportionately to its applicable Pro Rata Share thereof; . (c) If Company voluntarily reduces or terminates any Commitments as provided that a notice in this Section 2.9, Company shall pay to each Lender whose Commitments was terminated or reduced, on the date of termination such reduction or partial reduction may state that such notice is conditional upon termination, the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice amount equal to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedEarly Termination Fee.

Voluntary Commitment Reductions. (i) Each Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments on a pro rata basis as among the various Classes thereof (in accordance with the respective amounts thereof) in an aggregate amount up not to exceed the amount by which the Total Revolving Commitments exceed the Total Utilization of Revolving Commitments Exposure at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Each 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 Revolving Commitments shall be effective on the date specified in such Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share Revolving Percentage thereof; provided that a . Each Borrower’s notice of termination or partial reduction may state that such notice is conditional conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of one or more other Indebtedness or upon the closing of an acquisition transactionevents specified therein, in which case such notice of termination or partial reduction may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at At any time and from time to time time, the Company may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.12(b), terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Total Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any each such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $US$5,000,000 and integral multiples of $US$1,000,000 in excess of that such amount. (ii) Borrower’s notice To make a voluntary termination or reduction of the Revolving Commitments pursuant to Section 2.12(b)(i), the Company shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or reduction of the Revolving Commitments specified therein shall be become effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereoftherein; provided that a notice of termination or partial reduction of the Revolving Commitments under Section 2.12(b)(i) may state that such notice is conditional conditioned upon the effectiveness occurrence of other credit facilities one or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionmore events specified therein, in which case such notice of termination or partial reduction may be revoked rescinded by Borrower the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the details thereof. Each voluntary reduction of the Revolving Commitments shall reduce the Revolving Commitments of the Revolving Lenders in accordance with their applicable Pro Rata Shares.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. For the avoidance of doubt, prior to the 2018 Revolving Commitment Termination Date, all voluntary terminations or reductions of Revolving Commitments pursuant to this paragraph shall be applied to the 2018 Revolving Commitments and the 2020 Revolving Commitments on a pro rata basis. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) The Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, in its sole discretion, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile facsimile or telephone to each applicable LenderLender and which notice shall be irrevocable (subject to clause (ii) below)), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionCommitments; provided that (A) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, and (B) Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10(a), the total Exposures would exceed the total Commitments. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that Borrower may condition the notice delivered pursuant to this Section 2.10(b) on the occurrence of a specified asset sale, acquisition, refinancing or other event and, if such event shall not have occurred, Borrower may rescind such notice of and the termination or partial reduction may state that of the Commitments specified in such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case shall not become effective on such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower Company may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit notify by email, telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionCommitments; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) BorrowerCompany’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in BorrowerCompany’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional . (iii) Company may, upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by not less than three Business Days’ prior written notice to the Administrative Agent (which Administrative Agent will promptly notify by email, telefacsimile or telephone each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part the [**] Delayed Draw Term Loan Commitments; provided, any such partial reduction of the [**] Delayed Draw Term Loan Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount. (iv) Company’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the [**] Delayed Draw Term Loan Commitments shall be effective on or the date specified in Company’s notice and shall reduce the [**] Delayed Draw Term Loan Commitment of each Lender proportionately to its Pro Rata Share thereof. (v) Company may, upon not less than three Business Days’ prior written notice to the Administrative Agent (which Administrative Agent will promptly notify by email, telefacsimile or telephone each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part the Additional Delayed Draw Term Loan Commitments; provided, any such partial reduction of the Additional Delayed Draw Term Loan Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount. (vi) Company’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Additional Delayed Draw Term Loan Commitments shall be effective on the date specified date) if such condition is not satisfiedin Company’s notice and shall reduce the Additional Delayed Draw Term Loan Commitment of each Lender proportionately to its Pro Rata Share thereof.

Voluntary Commitment Reductions. (i) Borrower mayThe Borrower, upon not less than at least three (3) Business Days’ ' prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent from the Borrower (which original written or telephonic notice the Administrative Agent will shall promptly transmit by telefacsimile or telephone to each applicable Lender), shall have the right, at any time and from time to time time, to terminate in whole or permanently reduce in part, without premium or penaltypart the Revolving Credit Commitments; provided that, the Borrower shall have made whatever payment may be required to reduce the outstanding principal amount of the Revolving Commitments in Loans by the aggregate amount required such that the Revolving Credit Obligations, after giving effect to such payment, will equal an amount up less than or equal to the amount by which the Revolving Credit Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination as reduced or reduction; provided that any such terminated. Any partial reduction of the Revolving Credit Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower’s . Each reduction of the Revolving Credit Commitments shall reduce the Revolving Credit Commitment of each Revolving Lender proportionately in accordance with its Revolving Credit Pro Rata Share. Any notice of termination or reduction given to the Administrative Agent under this Section 4.01(a)(ii) shall designate specify the date (which shall be a Business Day) of such termination or reduction and the amount of any and, with respect to a partial reduction, and such the aggregate principal amount thereof. When notice of termination or reduction is delivered as provided herein, the principal amount of the Revolving Commitments Loans specified in the notice shall be effective become due and payable on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiednotice.

Voluntary Commitment Reductions. (ia) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, (i) the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction, or (ii) the undrawn Delayed Draw Term Loan Commitments; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount. (iib) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments or the Delayed Draw Term Loan Commitments, as applicable, shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment or the Delayed Draw Term Loan Commitments, as applicable, of each Lender proportionately to its Pro Rata Share thereof; provided that a . (c) Any notice of termination or partial reduction of Commitments to zero may state that such notice is conditional conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionfinancings, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.13(b), terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionCommitments; provided that any each such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount equal to the Borrowing Minimum or an integral multiple of $5,000,000 and integral multiples of $1,000,000 the Borrowing Multiple in excess of that amountthereof. (ii) Borrower’s notice To make a voluntary termination or reduction of the Commitments pursuant to Section 2.13(b)(i), the Borrower shall notify the Administrative Agent not later than 1:00 p.m. (New York City time) at least one Business Day prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or reduction of the Revolving Commitments specified therein shall be become effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereoftherein; provided that a notice of termination or partial reduction of the Commitments under Section 2.13(b)(i) may state that such notice is conditional conditioned upon the effectiveness occurrence of other credit facilities one or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionmore events specified therein, in which case such notice of termination or partial reduction may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof. Each voluntary reduction of the Commitments shall reduce the Commitments of the Lenders in accordance with their applicable Pro Rata Shares.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, (1) the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction or (2) the LC Facility Commitments in an amount up to the amount by which the LC Facility Commitments exceed the LC Facility Letter of Credit Usage at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments or the LC Facility Commitments shall in each case be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount.. 72 (ii) 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 Revolving Commitments or the LC Facility Commitments, as applicable, shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment or LC Facility Commitment, as applicable, of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction of the Revolving Commitments or the LC Facility Commitments may state that such notice is conditional upon the effectiveness of other credit facilities or facilities, the receipt of the proceeds from the issuance of other Indebtedness or upon the Disposition of assets or the closing of an a merger or acquisition transaction, in which case such notice of termination or partial reduction may be revoked or exteneded by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedsatisfied or delayed in effectiveness. (iii) Notwithstanding anything to the contrary herein, the Borrower shall not, on or prior to the first anniversary of the Closing Date, reduce, terminate or amend the LC Facility Commitments in whole or in part pursuant to a Repricing Transaction unless such Repricing Transaction is consummated concurrently with a Repricing Transaction in respect of the Initial Term Loans and otherwise complies with clause (c) of this Section 2.14.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionaccordance with their respective commitment percentage thereof); provided that (A) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swing Line Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) 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 Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share Revolving Commitment Percentage thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Any Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Domestic Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount and any such European Revolving Commitment shall be in an aggregate minimum amount of €5,000,000 and integral multiples of €1,000,000 in excess of that amount. (ii) Such 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 Revolving Commitments shall be effective on the date specified in Borrower’s notice; provided that such notice may state that the effectiveness of such termination or reduction is conditioned upon the consummation of a refinancing transaction, in which case such termination or reduction shall only become effective upon the consummation of such refinancing, and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower The Borrowers may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will shall promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, (x) the 2024 Non-Extended Revolving Commitments Commitments, in an amount up to the amount by which the 2024 Non-Extended Revolving Commitments exceed the Total Utilization of 2024 Non-Extended Revolving Commitments or (y) the 2024 Extended Revolving Commitments, in an amount up to the amount by which the 2024 Extended Revolving Commitments exceed the Total Utilization of 2024 Extended Revolving Commitments, as applicable, at the time of such proposed termination or reduction; provided provided, that any such partial reduction of the 2024 Non-Extended Revolving ​ Commitments or the 2024 Extended Revolving Commitments, as applicable, shall be in an aggregate minimum amount of of, $5,000,000 (or €5,000,000 with respect to any drawing in Euro) and integral multiples of $1,000,000 (or €1,000,000 with respect to any drawing in Euro) in excess of that amountamount (or such lesser amount as the Administrative Agent may agree).; provided, further, that notwithstanding anything herein to the contrary, (i) any termination or reduction of the 2024 Extended Revolving Commitments shall be applied ratably across such Tranche of Revolving Commitments and (ii) no termination or reduction of the 2024 Extended Revolving Commitments shall be permitted unless such termination or reduction is accompanied by a pro rata termination or reduction, as applicable, of the 2024 Non-Extended Revolving Commitments, unless all 2024 Non-Extended Revolving Commitments have otherwise been terminated and repaid in full. (ii) The applicable 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 Revolving Commitments shall be effective on the date specified in the applicable Borrower’s notice and shall reduce the Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Each Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile facsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part (i) the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionaccordance with their respective commitment percentage thereof); provided that provided, (A) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) no Borrower shall terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) Any 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 Revolving Commitments shall be effective on the date specified in such Borrower’s notice and shall reduce the Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share Revolving Commitment Percentage thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) The Borrower Representative may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice the Administrative Agent will shall promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without NY\5627635.16 premium or penalty, the U.S. Revolving Commitments, the Canadian Revolving Commitments and/or the European Revolving Commitments in an amount up to the amount by which (x) the U.S. Revolving Commitments exceed the Total Utilization of U.S. Revolving Commitments, (y) the Canadian Revolving Commitments exceed the Total Utilization of Canadian Revolving Commitments or (z) the European Revolving Commitments exceed the Total Utilization of European Revolving Commitments, as applicable, at the time of such proposed termination or reduction; provided provided, that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of of, with respect to U.S. Revolving Commitments and Canadian Revolving Commitments, $5,000,000 and integral multiples of $1,000,000 in excess of that amount, and, with respect to European Revolving Commitments, €5,000,000 and integral multiples of €1,000,000 in excess of that amount. (ii) BorrowerThe Borrower Representative’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrowerthe Borrower Representative’s notice and shall reduce the applicable Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share thereof; provided that such a notice of termination or partial reduction may state that such notice is conditional conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionfacilities, in which case such notice of termination or partial reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) Representative if such condition is not satisfied. Notwithstanding anything to the contrary contained in this Section 2.13(b)(ii) or any other provision of this Agreement, the Borrower Representative may reduce the Revolving Commitment of any Defaulting Lender to an amount not less than the applicable Revolving Exposure of such Defaulting Lender with respect to such Revolving Commitment (it being understood that for purposes of determining such Defaulting Lender’s Revolving Exposure pursuant to this sentence, such Defaulting Lender’s Revolving Commitments shall be deemed to be terminated), such reduction to be subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed).

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.12(b), terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the total Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any each such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that such amount. (ii) Borrower’s notice To make a voluntary termination or reduction of the Revolving Commitments pursuant to Section 2.12(b)(i), the Borrower shall notify the Administrative Agent not later than 12:00 noon (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or reduction of the Revolving Commitments specified therein shall be become effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereoftherein; provided that a notice of termination or partial reduction of the Revolving Commitments under Section 2.12(b)(i) may state that such notice is conditional conditioned upon the effectiveness occurrence of other credit facilities one or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionmore events specified therein, in which case such notice of termination or partial reduction 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. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the details thereof. Each voluntary reduction of the Revolving Commitments shall reduce the Revolving Commitments of the Revolving Lenders in accordance with their applicable Pro Rata Shares.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, (i) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amountamount and (ii) any such reduction shall be pro rata as among each Series of Revolving Commitments. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided provided, that a such notice of termination or partial reduction may state that such notice it is conditional conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactiontransactions, in which case such notice of termination or partial reduction may be revoked or delayed by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower Company may, upon not less than three Business Days’ ' prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone confirmed in writing to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of -------- the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount; provided further -------- ------- that in the event that Company fails to specify otherwise any such termination or permanent reduction shall be applied against the scheduled Reductions set forth in Section 2.10 on a pro rata basis (in accordance with the outstanding Revolving Commitments at such time). (ii) Company may, upon not less than three Business Days' prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone confirmed in writing to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commit ments in an amount up to the amount by which the Delayed Draw Term Loan Commitments exceed the Total Utilization of Delayed Draw Term Loan Commitments at the time of such proposed termination or reduction; provided, any such -------- partial reduction of the Delayed Draw Term Loan Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (iiiii) Borrower’s Company's notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and whether such termination or reduction of the Revolving Commitments and/or Delayed Draw Term Loan Commitments, as applicable, shall be effective on the date specified in Borrower’s Company's notice and shall reduce the Revolving Commitment and/or Delayed Draw Term Loan Commitment, as applicable, of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower The Borrowers may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original ​ ​ written or telephonic notice the Administrative Agent will shall promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, (x) the 2024 Non-Extended Revolving Commitments Commitments, in an amount up to the amount by which the 2024 Non-Extended Revolving Commitments exceed the Total Utilization of 2024 Non-Extended Revolving Commitments or (y) the 2024 Extended Revolving Commitments, in an amount up to the amount by which the 2024 Extended Revolving Commitments exceed the Total Utilization of 2024 Extended Revolving Commitments, as applicable, at the time of such proposed termination or reduction; provided provided, that any such partial reduction of the 2024 Non- Extended Revolving Commitments or the 2024 Extended Revolving Commitments, as applicable, shall be in an aggregate minimum amount of of, $5,000,000 (or €5,000,000 with respect to any drawing in Euro) and integral multiples of $1,000,000 (or €1,000,000 with respect to any drawing in Euro) in excess of that amountamount (or such lesser amount as the Administrative Agent may agree); provided, further, that notwithstanding anything herein to the contrary, (i) any termination or reduction of the 2024 Extended Revolving Commitments shall be applied ratably across such Tranche of Revolving Commitments and (ii) no termination or reduction of the 2024 Extended Revolving Commitments shall be permitted unless such termination or reduction is accompanied by a pro rata termination or reduction, as applicable, of the 2024 Non-Extended Revolving Commitments, unless all 2024 Non-Extended Revolving Commitments have otherwise been terminated and repaid in full. (ii) The applicable 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 Revolving Commitments shall be effective on the date specified in the applicable Borrower’s notice and shall reduce the Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone other electronic image scan transmission (e.g., pdf via email) to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Aggregate Total Utilization of Revolving Commitments Exposure at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and if the Revolving Commitments are not being terminated, the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that provided, however, if a notice of commitment termination or partial reduction may state that is given in connection with a conditional transaction or financing, such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by written notice to the Administrative Agent given on or prior to the specified datedate of such termination or reduction, subject to Section 2.16(c). (iii) if If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such condition is not satisfiedsublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank).

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.13(b), terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed Maximum Credit exceeds the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any each such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and or an integral multiples multiple of $1,000,000 in excess of that such amount. (iii) Borrower’s notice To make a voluntary termination or reduction of the Revolving Commitments pursuant to Section 2.13(b)(i), the Borrower shall notify the Administrative Agent not later than 1:00 p.m. (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or reduction of the Revolving Commitments specified therein shall be become effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereoftherein; provided that a notice of termination or partial reduction of the Revolving Commitments under Section 2.13(b)(i) may state that such notice is conditional conditioned upon the effectiveness occurrence of other credit facilities one or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionmore events specified therein, in which case such notice of termination or partial reduction may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof. Each voluntary reduction of the Revolving Commitments shall reduce the Revolving Commitments of the Lenders in accordance with their Pro Rata Shares.

Voluntary Commitment Reductions. (i) Borrower The Borrowers may, upon not less than three Business Days’ [REDACTED – Time Period] prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 [REDACTED – Dollar Amount] and integral multiples of $1,000,000 [REDACTED – Dollar Amount] in excess of that amount. (ii) A Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in such Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided provided, that a notice of any such termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction, Permitted Acquisition or other Investment). (iii) If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Commitments, such sublimit shall be automatically reduced by Borrower (by notice to the Administrative Agent on or prior to the specified date) if amount of such condition is not satisfiedexcess.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.12(b), terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the total Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any each such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that such amount. (ii) Borrower’s notice To make a voluntary termination or reduction of the Revolving Commitments pursuant to Section 2.12(b)(i), the Borrower shall notify the Administrative Agent not later than 12:00 noon (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or reduction of the Revolving Commitments specified therein shall be become effective on the date specified in Borrower’s notice therein and shall reduce the Revolving Commitment of each Lender proportionately to by its Pro Rata Share thereof; provided that a notice of termination or partial reduction of the Revolving Commitments under Section 2.12(b)(i) may state that such notice is conditional conditioned upon the effectiveness occurrence of other credit facilities one or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionmore events specified therein, in which case such notice of termination or partial reduction 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. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the details thereof.

Voluntary Commitment Reductions. (i) Borrower Borrowers may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 250,000 in excess of that amount. (ii) Borrowers may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time permanently reduce in part, without premium or penalty, the Term Loan Commitments; provided, any such reduction of the Term Loan Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $250,000 in excess of that amount. (iii) Borrowers may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender and Issuing Bank), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the LC Commitments in an amount up to the amount by which the LC Commitments exceed the LC Usage at the time of such proposed termination or reduction; provided, any such partial reduction of the LC Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $250,000 in excess of that amount. (iv) Any Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments, Term Loan Commitments or LC Commitments shall be effective on the date specified in such Borrower’s notice and shall reduce the Revolving Commitment, Term Loan Commitment or LC Commitments of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile facsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Revolving Lender proportionately to its Pro Rata Share thereof; provided provided, that a notice of any such termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by conditioned on the occurrence of any subsequent event (including a refinancing transaction). (iii) If, after giving effect to any reduction of the Revolving Commitments, the aggregate Letter of Credit Issuing Commitments exceed the aggregate Revolving Commitments, the Issuing Banks and Borrower shall agree on how to allocate such excess to reductions of the Letter of Credit Issuing Commitments; provided, that if the Issuing Banks and Borrower shall not so agree within thirty (by notice 30) days of giving effect to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedreduction, such allocation shall be made pro rata across all unused Letter of Credit Issuing Commitments.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three Business Days’ [REDACTED – Time Period] prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and [REDACTED – Dollar Amount]and integral multiples of $1,000,000 in [REDACTED –Dollar Amount]in excess of that amount. (ii) The Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided provided, that a notice of any such termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction, Permitted Acquisition or other Investment). (iii) If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Commitments, such sublimit shall be automatically reduced by Borrower (by notice to the Administrative Agent on or prior to the specified date) if amount of such condition is not satisfiedexcess.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three one Business Days’ Day’s prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice . For the avoidance of termination or partial reduction may state that such notice is conditional upon doubt, all Original Revolving Commitments shall terminate on the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Amendment No. 2 Effective Date and Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedshall repay all outstanding Original Revolving Loans and Original Swing Line Loans.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.13(b), terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Total Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any each such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and 500,000 or an integral multiples multiple of $1,000,000 100,000 in excess of that such amount. (ii) Borrower’s notice To make a voluntary termination or reduction of the Revolving Commitments pursuant to Section 2.13(b)(i), the Borrower shall notify the General Administrative Agent and the Revolving Facility Agent not later than 2:00 p.m. (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or reduction of the Revolving Commitments specified therein shall be become effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereoftherein; provided that a notice of termination or partial reduction of the Revolving Commitments under Section 2.13(b)(i) may state that such notice is conditional conditioned upon the effectiveness occurrence of other credit facilities one or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionmore events specified therein, in which case such notice of termination or partial reduction may be revoked rescinded by the Borrower (by notice to the General Administrative Agent and the Revolving Facility Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Revolving Facility Agent shall advise the Revolving Lenders of the details thereof. Each voluntary reduction of the Revolving Commitments shall reduce the Revolving Commitments of the Revolving Lenders in accordance with their applicable Pro Rata Shares.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent by any Electronic System or an Approved Borrower Portal (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone other electronic image scan transmission (e.g., pdf via email) to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Aggregate Total Utilization of Revolving Commitments Exposure at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and if the Revolving Commitments are not being terminated, the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that provided, however, if a notice of commitment termination or partial reduction may state that is given in connection with a conditional transaction or financing, such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by written notice to the Administrative Agent given on or prior to the specified datedate of such termination or reduction, subject to Section 2.07. (iii) if If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such condition is not satisfiedsublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank).

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile facsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part (a) the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionaccordance with their respective commitment percentage thereof); provided that provided, (1) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount, (2) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of Revolving Obligations exceeds the Aggregate Revolving Commitments and (3) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess or (b) the Term Loan Commitment (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, (1) any such partial reduction of the Term Loan Commitment shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and (2) the Borrower shall not terminate or reduce the Term Loan Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of Term Loan Obligations exceeds the Term Loan Commitment, as so reduced. (ii) 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 Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share Revolving Commitment Percentage thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.12(b), terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Total Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any each such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and or an integral multiples multiple of $1,000,000 in excess of that such amount. (iii) Borrower’s notice To make a voluntary termination or reduction of the Revolving Commitments pursuant to Section 2.12(b)(i), the Borrower shall notify the Administrative Agent not later than 11:00 a.m. (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or reduction of the Revolving Commitments specified therein shall be become effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereoftherein; provided that a notice of termination or partial reduction of the Revolving Commitments under Section 2.12(b)(i) may state that such notice is conditional conditioned upon the effectiveness occurrence of other credit facilities one or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionmore events specified therein, in which case such notice of termination or partial reduction may be revoked rescinded by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the details thereof. Each voluntary reduction of the Revolving Commitments shall reduce the Revolving Commitments of the Revolving Lenders in accordance with their applicable Pro Rata Shares.

Voluntary Commitment Reductions. (i) Borrower Borrowers may, subject to Section 2.11(c), upon not less than three (3) Business Days’ ' prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone telephonic notice to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitments in an amount up to the amount by which the Revolving Loan Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Loan -------- Commitments shall be in an aggregate minimum amount of $5,000,000 2,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) OpCo may, subject to Section 2.11(c), upon not less than three (3) Business Days' prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephonic notice to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitments in an amount up to the amount by which the Delayed Draw Term Loan Commitments exceed the Total Utilization of Delayed Draw Term Loan Commitments at the time of such proposed termination or reduction; provided, any such partial reduction of -------- the Delayed Draw Term Loan Commitments shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $1,000,000 in excess of that amount. (iii) the applicable Borrower’s 's notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Delayed Draw Term Loan Commitments and/or Revolving Commitments Loan Commitments, as applicable, shall be effective on the date specified in the applicable Borrower’s 's notice and shall reduce the Delayed Draw Term Loan Commitments and/or Revolving Loan Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part (i) the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionaccordance with their respective commitment percentage thereof); provided that provided, (A) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the lesser of (i) the Inventory Availability Amount and (ii) the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) 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 Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share Revolving Commitment Percentage thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the CG&R Draft Last Saved: 12/21/201201/23/2013 11:03 am 8950852v42:57 pm 8597568v15 Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (iii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Term Loan Commitments; provided that any such partial reduction of the Term Loan Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (iii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments or the Term Loan Commitments, as applicable, shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment or the Term Loan Commitments, as applicable, of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile facsimile, electronic mail or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the LA\4027402.11 LA\4027402.11 Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionreduction (after giving effect to any concurrent prepayments on such date); provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) The Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided provided, that a notice of termination or partial reduction may state that any such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to conditioned on the Administrative Agent consummation of a refinancing or other transaction and may be rescinded or postponed on or prior to the specified date) proposed reduction date if such condition refinancing or other transaction is not satisfiedconsummated or is delayed.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided provided, that a such notice of termination or partial reduction may state that such notice it is conditional conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactiontransactions, in which case such notice of termination or partial reduction may be revoked or delayed by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Commitment Reductions. Any time and from time to time, but subject to the Fee Letter: (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone electronic mail to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum principal amount of $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amountamount (or the remaining amount thereof if such amount is less than either of the foregoing amounts, as applicable), it being understood and agreed that any such notice may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, subject only to payment by Borrower of any breakage in accordance with Section 2.18(c) (if and to the extent applicable). (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower Borrowers may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Service Agent (which original written or telephonic notice Administrative Service Agent will promptly transmit by telefacsimile facsimile, email or telephone to each applicable Lender), at any time and from time to time after the 18 month anniversary of the Closing Date terminate in whole or permanently reduce in part, without premium or penalty, part (A) the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments Usage at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount and (ii) the total Revolving Commitments may not be reduced to less than $30,000,000 unless this Agreement is terminated and all Obligations are paid in full in cash in accordance with the terms herein. (ii) Borrowers may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to the Agent and Service Agent (which original written or telephonic notice Service Agent will promptly transmit by facsimile, email or telephone to each applicable Lender), at any time after July 1, 2014 terminate in whole or permanently reduce in part the Term Loan B Commitments; provided, any such partial reduction of the Term Loan B Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount. (iiiii) BorrowerCompany’s notice to Administrative Service Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments or the Term Loan B Commitments shall be effective on the date specified in Borrower’s Borrowers’ notice and shall reduce the Revolving Commitment or the Term Loan B Commitment, as applicable, of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (ia) Borrower Company may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender)Agent, at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments in each case at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount; provided further that a notice of termination of the Revolving Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such notice 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. (iib) BorrowerCompany’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in BorrowerCompany’s notice and shall reduce the Revolving Commitment of each applicable Revolving Lender proportionately to its applicable Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.12(b), terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Total Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any each such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and or an integral multiples multiple of $1,000,000 in excess of that such amount. (ii) Borrower’s notice To make a voluntary termination or reduction of the Revolving Commitments pursuant to Section 2.12(b)(i), the Borrower shall notify the Administrative Agent not later than 11:00 a.m. (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or reduction of the Revolving Commitments specified therein shall be become effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereoftherein; provided that a notice of termination or partial reduction of the Revolving Commitments under Section 2.12(b)(i) may state that such notice is conditional conditioned upon the effectiveness occurrence of other credit facilities one or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionmore events specified therein, in which case such notice of termination or partial reduction may be revoked rescinded by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the details thereof. Each voluntary reduction of the Revolving Commitments shall reduce the Revolving Commitments of the Revolving Lenders in accordance with their applicable Pro Rata Shares.

Voluntary Commitment Reductions. (ia) Borrower Subject to payment of an Early Termination Fee as described in this Section 2.9, Company may, upon not less than three thirty (30) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to and each applicable Lender), at any time and from time after the date that is 90 days prior to time the then current Commitment Termination Date, terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount. (ii) Borrower; provided further that any such reduction of the Commitments shall effect a ratable reduction of the Commitments of each Lender. Company’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in BorrowerCompany’s notice and shall reduce the Revolving Commitment of each applicable Lender proportionately to its applicable Pro Rata Share thereof; . (b) If Company voluntarily reduces or terminates any Commitments as provided that a notice in this Section 2.9, Company shall pay to each Lender whose Commitments was terminated or reduced, on the date of termination such reduction or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of termination, an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice amount equal to the Administrative Agent Early Termination Fee. In addition, upon a Permitted Change of Control, the Company shall pay an Early Termination Fee to each Lender on or prior to the specified date) if such condition is not satisfiedterminated Commitments.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.13(b), terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionany Class; provided that any each such partial reduction of the Revolving Commitments of such Class shall be in an aggregate minimum amount of $5,000,000 and or an integral multiples multiple of $1,000,000 in excess of that such amount. (ii) Borrower’s notice To make a voluntary termination or reduction of the Commitments of any Class pursuant to Section 2.13(b)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or reduction of the Revolving Commitments specified therein shall be become effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereoftherein; provided that a notice of termination or partial reduction of the Commitments of any Class under Section 2.13(b)(i) may state that such notice is conditional conditioned upon the effectiveness occurrence of other credit facilities one or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionmore events specified therein, in which case such notice of termination or partial reduction may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each voluntary reduction of the Commitments of any Class shall reduce the Commitments of the Lenders of such Class in accordance with their applicable Pro Rata Shares.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in partpart (x) the Aggregate Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided that (A) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, without premium (B) the Borrower shall not terminate or penaltyreduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments in an amount up and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time amount of such proposed termination or reductionexcess, and (y) the aggregate DDTL Commitments of all of the Lenders (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided that any such partial reduction of the Revolving Commitments DDTL Commitment shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) 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 (x) such termination or reduction of the Aggregate Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of Revolving Commitment Percentage thereof and (y) such termination or partial and reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from aggregate DDTL Commitments shall be effective on the issuance date specified in the Borrower’s notice and shall reduce the DDTL Commitments of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice each Lender proportionately to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedits DDTL Commitment Percentage thereof.

Voluntary Commitment Reductions. (i) Subject to Section 2.12(c), any time and from time to time after the first anniversary of the Closing Date, Borrower may, upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Borrowing Base Agent and Administrative Agent (which original written or telephonic notice Borrowing Base Agent and Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce reduce (a) in part, without premium or penalty, part the Revolving A Commitments in an amount up to the amount by which the Revolving A Commitments exceed the Total Utilization of Revolving A Commitments at the time of such proposed termination or reduction; provided provided, that any such partial reduction of the Revolving A Commitments shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 200,000 in excess of that amount (b) in part the Revolving B Commitments in an amount up to the amount by which the Revolving B Commitments exceed the Total Utilization of Revolving B Commitments at the time of such proposed termination or reduction; provided, that any such partial reduction of the Revolving B Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples of $200,000 in excess of that amount; provided, further, that the Revolving A Commitment must first be terminated prior to any reduction or termination of the Revolving B Commitments. (ii) Borrower’s notice to Borrowing Base Agent and 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 applicable Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the applicable Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.13(b), terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed Maximum Credit exceeds the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any each such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and or an integral multiples multiple of $1,000,000 in excess of that such amount. (ii) Borrower’s notice To make a voluntary termination or reduction of the Revolving Commitments pursuant to Section 2.13(b)(i), the Borrower shall notify the Administrative Agent not later than 1:00 p.m. (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or ​ ​ reduction of the Revolving Commitments specified therein shall be become effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereoftherein; provided that a notice of termination or partial reduction of the Revolving Commitments under Section 2.13(b)(i) may state that such notice is conditional conditioned upon the effectiveness occurrence of other credit facilities one or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionmore events specified therein, in which case such notice of termination or partial reduction may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof. Each voluntary reduction of the Revolving Commitments shall reduce the Revolving Commitments of the Lenders in accordance with their Pro Rata Shares.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone other electronic image scan transmission (e.g., pdf via email) to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Aggregate Total Utilization of Revolving Commitments Exposure at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and if the Revolving Commitments are not being terminated, the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that provided, however, if a notice of commitment termination or partial reduction may state that is given in connection with a conditional transaction or financing, such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by written notice to the Administrative Agent given on or prior to the specified datedate of such termination or reduction, subject to Section 2.16(cd). (iii) if If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such condition is not satisfiedsublimit shall be automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank).

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with ​ the conditions set forth in this Section 2.13(b), terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionany Class; provided that any each such partial reduction of the Revolving Commitments of such Class shall be in an aggregate minimum amount of $5,000,000 and or an integral multiples multiple of $1,000,000 in excess of that such amount. (ii) Borrower’s notice To make a voluntary termination or reduction of the Commitments of any Class pursuant to Section 2.13(b)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or reduction of the Revolving Commitments specified therein shall be become effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereoftherein; provided that a notice of termination or partial reduction of the Commitments of any Class under Section 2.13(b)(i) may state that such notice is conditional conditioned upon the effectiveness occurrence of other credit facilities one or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionmore events specified therein, in which case such notice of termination or partial reduction may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each voluntary reduction of the Commitments of any Class shall reduce the Commitments of the Lenders of such Class in accordance with their applicable Pro Rata Shares.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Commitments; provided that any such partial reduction of the Delayed Draw Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (iii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments or the Term Loan Commitments, as applicable, shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment or the Term Loan Commitments, as applicable, of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower mayThe Borrower, upon not less than at least three (3) Business Days’ ' prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative the Collateral Agent (which original written or telephonic notice Administrative the Collateral Agent will shall promptly transmit by telefacsimile or telephone trans-mit to each applicable Lender), shall have the right, at any time and from time to time time, to terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionCredit Commitments; provided that any the Borrower shall have made whatever payment may be required to reduce the outstanding principal amount of the Revolving Loans by the aggregate amount required such that the Revolving Credit Obligations, after giving effect to such payment, will equal an amount less than or equal to the Revolving Credit Commitments as reduced or terminated. Any partial reduction of the Revolving Credit Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii. Each reduction of the Revolving Credit Commitments shall reduce the Revolving Credit Commitment of each Revolving Lender proportionately in accordance with its Revolving Credit Pro Rata Share. Any notice of termination or reduction given to the Collateral Agent under this Sec-tion 4.01(a)(ii) Borrower’s notice to Administrative Agent shall designate specify the date (which shall be a Business Day) of such termination or reduction and the amount of any and, with respect to a partial reduction, and such the aggregate principal amount thereof. When notice of termination or reduction is delivered as provided herein, the princi-pal amount of the Revolving Commitments Loans specified in the notice shall be effective become due and payable on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiednotice.

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile facsimile, electronic mail or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionreduction (after giving effect to any concurrent prepayments on such date); provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) The Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided provided, that a notice of termination or partial reduction may state that any such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to conditioned on the Administrative Agent consummation of a refinancing or other transaction and may be rescinded or postponed on or prior to the specified date) proposed reduction date if such condition refinancing or other transaction is not satisfiedconsummated or is delayed.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ ’’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower’’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided provided, that a such notice of termination or partial reduction may state that such notice it is conditional conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactiontransactions, in which case such notice of termination or partial reduction may be revoked or delayed by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower Company may, upon not less than three Business Days’ ' prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone confirmed in writing to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments -------- shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount; provided further -------- ------- that in the event that Company fails to specify otherwise any such termination or permanent reduction shall be applied against the scheduled Reductions set forth in Section 2.10 on a pro rata basis (in accordance with the outstanding Revolving Commitments at such time). (ii) Company may, upon not less than three Business Days' prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone confirmed in writing to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term Loan Commitments in an amount up to the amount by which the Delayed Draw Term Loan Commitments exceed the Total Utilization of Delayed Draw Term Loan Commitments at the time of such proposed termination or reduction; provided, any such -------- partial reduction of the Delayed Draw Term Loan Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (iiiii) Borrower’s Company's notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and whether such termination or reduction of the Revolving Commitments and/or Delayed Draw Term Loan Commitments, as applicable, shall be effective on the date specified in Borrower’s Company's notice and shall reduce the Revolving Commitment and/or Delayed Draw Term Loan Commitment, as applicable, of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower The Company Representative may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part (x) the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction, or (y) any unused portion of the Multi-Draw Term Loan Commitments; provided that provided, any such partial reduction of the Revolving Commitments and the Multi-Draw Term Loan Commitments shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount. (ii) BorrowerThe Company Representative’s notice to Administrative Agent shall be irrevocable (unless otherwise agreed to by Administrative Agent in its sole discretion) (provided that such notice may condition such termination or reduction upon the consummation of one or more other transactions) and shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments or the Multi-Draw Term Loan Commitments shall be effective on the date specified in Borrowerthe Company Representative’s notice and shall reduce the Revolving Commitment or the Multi-Draw Term Loan Commitment of each Lender Lender, as applicable, proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) The Borrower Representative may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile telefacsimile, telephone or telephone alternative electronic means to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 500,000, and integral multiples of $1,000,000 250,000 in excess of that amount. (ii) BorrowerThe Borrower Representative’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrowerthe Borrower Representative’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of any such termination or partial reduction notice may state that such notice is conditional upon condition the effectiveness termination or reduction on the occurrence or non-occurrence of other credit facilities or the receipt any event (including a Change of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition Control, refinancing transaction, Permitted Acquisition or other Investment) in which case such notice of termination or partial reduction may be revoked (or extended) by the Borrower (by notice to the Administrative Agent on or prior to the specified date) Representative if such condition is not satisfied. (iii) If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess.

Voluntary Commitment Reductions. (i) Borrower The Borrowers may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount. (ii) A Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in such Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided provided, that a notice of any such termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction, Permitted Acquisition or other Investment). (iii) If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Commitments, such sublimit shall be automatically reduced by Borrower (by notice to the Administrative Agent on or prior to the specified date) if amount of such condition is not satisfiedexcess.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at At any time and from time to time the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.12(b), terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the total Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any each such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 250,000 in excess of that such amount. (ii) Borrower’s notice To make a voluntary termination or reduction of the Revolving Commitments pursuant to Section 2.12(b)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or reduction of the Revolving Commitments specified therein shall be become effective on the date specified in Borrower’s notice therein and shall reduce the Revolving Commitment of each Lender proportionately to by its Pro Rata Share thereof; provided that a notice of termination or partial reduction of the Revolving Commitments under Section 2.12(b)(i) may state that such notice is conditional conditioned upon the effectiveness occurrence of other credit facilities one or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transactionmore events specified therein, in which case such notice of termination or partial reduction 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). Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the details thereof.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be be, unless otherwise agreed by Administrative Agent in an aggregate minimum amount of $5,000,000 2,000,000 and in integral multiples of $1,000,000 100,000 in excess of that amountamount (or such lesser amount which constitutes the full amount of Revolving Commitments in excess of the Total Utilization of Revolving Commitments at such time). Any Revolving Commitments terminated under this Section 2.13(b) may not be re-established. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice Prepayment Notice made in connection with a refinancing of termination the Loans or partial reduction sale of Borrower may state that be conditioned upon the consummation of such refinancing or sale (and if such refinancing or sale is not consummated, the principal amount of the Loans specified in such notice is conditional upon shall not be so due and payable on the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, prepayment date specified in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiednotice).

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice the Administrative Agent will shall promptly transmit electronically or by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionDelayed Draw Commitments; provided provided, that any such partial reduction of the Revolving applicable Delayed Draw Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) 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 Revolving Delayed Draw Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment applicable Delayed Draw Commitments of each Lender proportionately to its Pro Rata Share thereof; provided that such a notice of termination or partial reduction may state that such notice is conditional conditioned upon the effectiveness of other credit facilities facilities, indentures or similar agreements or the receipt occurrence of the proceeds from the issuance of any other Indebtedness or upon the closing of an acquisition transactiontransactions, in which case such notice of termination or partial reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Notwithstanding anything to the contrary contained in this Section 2.13(b)(ii) or any other provision of this Agreement, the Borrower may reduce the Delayed Draw Commitment of any Defaulting Lender, such reduction to be subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed).

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three one Business Days’ Day’s prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount. (ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided . (i) In the event that a notice of termination the Tranche B-1 Term Loans are repaid in whole or partial reduction may state that such notice is conditional upon in part pursuant to Section 2.13(a) or Section 2.14 (other than Section 2.14(d)) on or after the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent Closing Date but on or prior to the specified datefirst anniversary of the Closing Date, the Borrower shall pay to Tranche B-1 Term Loan Lenders having Tranche B-1 Term Loans, a prepayment premium of 1.00% on the amount so repaid and (ii) in the event that the Tranche B-2 Term Loans are repaid in whole or in part pursuant to Section 2.13(a) or Section 2.14 (other than Section 2.14(d) and other than as provided in the final sentence of this Section 2.13(c)), the Borrower shall pay to Tranche B-2 Term Loan Lenders having Tranche B-2 Term Loans, a prepayment premium as follows: (i) 2.00% of such amount so repaid if such condition is not satisfiedprepayment occurs on or after the Closing Date but on or prior to the first anniversary of the Closing Date and (ii) 1.00% of such amount so repaid if such prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date. Notwithstanding the foregoing, if the Term Loans become due and payable pursuant to Section 8.1 on any day prior to the second anniversary of the Closing Date, then an amount equal to the prepayment premium that would have been due and payable on such day as set forth in clauses (c)(i) and (c)(ii) above automatically and concurrently shall become due and payable. Notwithstanding anything in this Section 2.13(c) to the contrary, in the event that Tranche B-2 Term Loans are repaid in whole or in part pursuant to Section 2.14(a) with Net Asset Sale Proceeds from the Potential ATS Sale, the Borrower shall pay to Tranche B-2 Term Loan Lenders having Tranche B-2 Term Loans, as applicable, a prepayment premium as follows (and no other prepayment premium with respect to Net Asset Sale Proceeds from the Potential ATS Sale): (i) 1.00% of such amount so repaid if such prepayment occurs on or after the Closing Date but on or prior to the first anniversary of the Closing Date and (ii) 0.0% of such amount so repaid if such prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date.

Voluntary Commitment Reductions. (i) Borrower Borrowers may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof by Borrower Representative to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile facsimile, electronic mail or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionreduction (after giving effect to any concurrent prepayments on such date); provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount1,000,000. (ii) BorrowerBorrower Representative’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in BorrowerBorrower Representative’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that any such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to conditioned on the Administrative Agent consummation of a refinancing or other transaction and may be rescinded or postponed on or prior to the specified date) proposed reduction date if such condition refinancing or other transaction is not satisfiedconsummated or is delayed; provided that any such notice may be revoked, subject to Section 2.18(c).

Voluntary Commitment Reductions. (i) Borrower The Company may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part (i) the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reductionaccordance with their respective commitment percentage thereof); provided that provided, (A) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) BorrowerThe Company’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrowerthe Company’s notice and shall reduce the Revolving Commitment Commitments of each Lender proportionately to its Pro Rata Share Revolving Commitment Percentage thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (iii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof in writing to Administrative Agent with a copy to Collateral Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent with a copy to Collateral Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender and Synthetic LC Issuing Bank), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Synthetic LC Commitments in an amount up to the amount by which the Synthetic LC Commitments exceed the Synthetic LC Usage at the time of such proposed termination or reduction; provided, any such partial reduction of the Synthetic LC Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. (iii) Borrower’s notice to Administrative Agent (and copy to Collateral Agent) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments or Synthetic LC Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment or Synthetic LC Commitments of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Borrower The Companies may, upon not less than three two (2) Business Days’ prior written or telephonic notice promptly from the Company Representative confirmed by delivery of written notice thereof in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile email or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization aggregate principal amount of all outstanding Revolving Commitments Loans at the time of such proposed termination or reduction; provided that provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 100,000 and integral multiples of $1,000,000 50,000 in excess of that amount. No reduction of the Revolving Commitments shall be permitted to the extent that, after giving effect to such reduction, the outstanding Revolving Loans of any Lender would exceed its Revolving Commitments. (ii) BorrowerThe Company Representative’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrowerthe Company Representative’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof; provided thereof (except that a notice of termination or partial no reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance Revolving Commitments of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may any Lender shall be revoked by Borrower (by notice permitted to the Administrative Agent on or prior extent that, after giving effect to such reduction, the specified date) if outstanding Revolving Loans of such condition is not satisfiedLender would exceed its Revolving Commitments).

Voluntary Commitment Reductions. (i) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (ii) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Commitments; provided that any such partial reduction of the Delayed Draw Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. (iii) The Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments or the Delayed Draw Commitments, as applicable, shall be effective on the date specified in Borrower’s notice and shall reduce the Revolving Commitment or the Delayed Draw Commitments, as applicable, of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.