Common use of Voluntary Commitment Reductions Clause in Contracts

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each Class B Revolving Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount; and provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit. (ii) Company’s notice shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Company’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof.

Voluntary Commitment Reductions. (ia) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), except as otherwise set forth in a Fee Letter, Company may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each the Class B Revolving Lender, Lenders at any time and from time to time terminate in whole or permanently reduce in part the Revolving Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount; and provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit. (iib) Company’s notice shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Company’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof. (c) If Company voluntarily reduces or terminates any Class A Revolving Commitments as provided in Section 2.9(a), Company shall pay to Paying Agent, on behalf of the Class A Revolving Lenders whose Class A Revolving Commitments were terminated or reduced, on the date of such reduction or termination, the amounts (if any) described in the Undertakings Agreement.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, the Agent (which original written or telephonic notice the Agent will promptly transmit by telefacsimile or telephone to each Class A Managing Agent and each Class B Revolving applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reductionaccordance with their respective commitment percentage thereof); provided, (A) any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 1,000,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 500,000 in excess of that amount; , (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and provided further that to any such concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments, (C) if, after giving effect to any reduction of the Class A 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, and (D) the Aggregate Revolving Commitments shall effect a ratable reduction not be reduced below $7,500,000 unless concurrently therewith they are terminated in whole and all Obligations are paid in full in cash or, in the case of Letters of Credit, Cash Collateralized in the amount of 105% of the Class A Revolving Commitments issued and outstanding amount of each Class A Revolving Committed Lender and such Letters of each Class A Lender Group’s Class A Lender Group LimitCredit. (ii) CompanyThe Borrower’s notice to the 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 Companythe Borrower’s notice and shall reduce the Revolving Commitment Commitments of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share Revolving Commitment Percentage thereof.

Voluntary Commitment Reductions. (ia) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each Class B Revolving Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount; and provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit. (iib) Company’s notice shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Company’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof. (c) If Company voluntarily reduces or terminates any Class A Revolving Commitments as provided in Section 2.9(a), Company shall pay to Paying Agent, on behalf of the Class A Revolving Lenders whose Class A Revolving Commitments were terminated or reduced, on the date of such reduction or termination, the amounts (if any) described in the Undertakings Agreement.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each Class B Revolving LenderThe Borrower shall have the right, at any time and from time to time terminate in whole or permanently reduce in part after the Agreement Date and prior to the Revolving Commitments in an amount up to the amount by which the Class Loan Maturity Date, Term Loan A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class Maturity Date, Term Loan B Revolving Commitments exceed the Total Utilization of Class B Revolving CommitmentsMaturity Date, Term Loan C Maturity Date and Incremental Facility Maturity Date, as applicable, upon at least three (3) Business Days' prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Revolving Loan Commitment (or the Incremental Facility Commitment) on the basis of the respective Revolving Loan Commitment Ratios (or the Incremental Facility Commitment Ratios) of the Lenders applicable to the Revolving Loan Commitment (or the Incremental Facility Commitment); PROVIDED, HOWEVER, that the Borrower shall reimburse the Lenders and the Administrative Agent, on demand by the applicable Lender or the Administrative Agent, for any loss or out-of-pocket expense incurred by any Lender or the Administrative Agent in each case at connection with such prepayment, as set forth in Section 2.10 hereof; PROVIDED FURTHER, HOWEVER, that Borrower's failure to confirm any telephonic notice with a written notice, shall not invalidate any notice so given if acted upon by the time of such proposed termination or reductionAdministrative Agent; providedPROVIDED FURTHER, HOWEVER, that any such partial reduction of the Class A Revolving Commitments shall be made in an aggregate minimum amount of not less than $500,000 1,000,000 and in integral multiples of not less than $100,000 in excess of that amount and any such partial reduction 1,000,000. As of the Class B date of cancellation or reduction set forth in such notice, the Revolving Loan Commitments (or the Incremental Facility Commitments) shall be permanently reduced to the amount stated in an aggregate minimum the Borrower's notice for all purposes herein, and the Borrower shall pay to the Administrative Agent for the Lenders the amount necessary to reduce the principal amount of $100,000 and integral multiples of $100,000 in excess of that amount; and provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of Loans (or Incremental Facility Loans) then outstanding under the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit. Loan Commitment (iior the Incremental Facility Commitments) Company’s notice shall designate the date (which shall be a Business Day) of such termination or reduction and to not more than the amount of any partial reductionthe Revolving Loan Commitment (or the Incremental Facility Commitment) as so reduced, together with accrued interest on the amount so prepaid and such termination or reduction commitment fees accrued through the date of the reduction with respect to the amount reduced. Reductions in the Revolving Commitments Loan Commitment pursuant to this Section shall be effective on applied pro rata to the date specified then remaining reductions set forth in Company’s notice and shall reduce Section 2.5(a) hereof in inverse order of the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereofreductions set forth therein.

Voluntary Commitment Reductions. (iA) Subject to payment At any time after the first anniversary of any Early Termination Fee or prepayment premium described in Section 2.9(c)the Closing Date, Company the Borrower may, upon not less than three five (35) Business Days’ prior written notice to Administrative Agent, Agent (which written notice Administrative Agent will promptly transmit to each Class A Managing Agent and each Class B Revolving applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part any unused portion of the Revolving Delayed Draw Term Loan Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving and Third Restatement Delayed Draw Term Loan Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Revolving Delayed Draw Term Loan Commitments and Third Restatement Delayed Draw Term Loan Commitments, as applicable, shall be in an aggregate minimum amount of One Million Dollars ($500,000 1,000,000) and integral multiples of One Hundred Thousand Dollars ($100,000 100,000) in excess of that amount and any such partial reduction or, if less, the remaining amount of the Class B Revolving Delayed Draw Term Loan Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount; and provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group LimitThird Restatement Delayed Draw Term Loan Commitments, as applicable. (iiB) CompanyBorrower’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 and/or Third Restatement Delayed Draw Term Loan Commitments shall be effective on the date specified in CompanyBorrower’s notice and shall reduce the Revolving Delayed Draw Term Loan Commitment and/or Third Restatement Delayed Draw Term Loan Commitments, as applicable, of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereofpro rata share of the Type of Delayed Draw Term Loans and/or Third Restatement Delayed Draw Term Loans, as applicable, so reduced.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent, Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each Class A Managing Agent and each Class B Revolving applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Class A accordance with their respective Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reductionCommitment Percentages thereof); provided, (A) any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 2,000,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 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 provided further that to any such concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Class A Aggregate Revolving Commitments shall effect a ratable reduction Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Class A Aggregate Revolving Commitments Commitments, the Letter of each Class A Revolving Committed Lender and Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of each Class A Lender Group’s Class A Lender Group Limitsuch excess. (ii) CompanyThe 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 Companythe Borrower’s notice and shall reduce the Revolving Commitment Commitments of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share Revolving Commitment Percentage thereof.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company The Borrower Representative may, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent, Agent (which written notice the Administrative Agent shall promptly transmit by telefacsimile or telephone to each Class A Managing Agent and each Class B Revolving applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part 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 Class A U.S. Revolving Commitments exceed the Total Utilization of Class A U.S. Revolving Commitments or Commitments, (y) the Class B Canadian Revolving Commitments exceed the Total Utilization of Class B Canadian Revolving Commitments or (z) the Foreign Revolving Commitments exceed the Total Utilization of Foreign Revolving Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, that any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of of, with respect to U.S. Revolving Commitments and Canadian Revolving Commitments, $500,000 5,000,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 1,000,000 in excess of that amount; , and, with respect to Foreign Revolving Commitments, €5,000,000 and provided further integral multiples of €1,000,000 in excess of that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limitamount. (ii) CompanyThe 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 Companythe Borrower Representative’s notice and shall reduce the applicable Revolving Commitment Commitments of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof; provided that such a notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Subject The Borrowers shall have the right, at any time and from time to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company maytime after the Agreement Date and prior to the Maturity Date, upon not less than at least three (3) Business Days’ prior written notice to the Administrative Agent, each Class A Managing Agent and each Class B Revolving Lenderwithout premium or penalty, at any time and from time to time terminate in whole cancel or reduce permanently reduce in part all or a portion of the Revolving Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Loan Commitments, as the DDTL Commitments, the SSI Revolving Loan Commitments, the SSI DDTL Commitments or, if applicable, in each case at the time of such proposed termination or reductionIncremental Facility Commitments; provided, however, that any such partial reduction shall be made in an amount not less than $5,000,000.00 and in an integral multiple of $1,000,000.00. As of the Class A date of cancellation or reduction set forth in such notice, the Revolving Loan Commitments, the DDTL Commitments, the SSI DDTL Commitments, the SSI Revolving Loan Commitments or, if applicable, the Incremental Facility Commitments, shall be permanently reduced to the amount stated in an aggregate minimum such notice for all purposes herein, and the Borrowers shall, on a joint and several basis, pay to the Administrative Agent for the applicable Lenders the amount necessary to reduce the principal amount of $500,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount; and provided further that any such reduction of Loans, the Class A DDT Loans, SSI DDT Loans, the SSI Revolving Commitments shall effect a ratable reduction of Loans or, if applicable, the Class A Incremental Facility Loans, then outstanding under the Revolving Commitments of each Class A Loan Commitments, the DDTL Commitments, the SSI DDTL Commitments, the SSI Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit. (ii) Company’s notice shall designate Loan Commitments, or, if applicable, the date (which shall be a Business Day) of such termination or reduction and Incremental Facility Commitments, to not more than the amount of Revolving Loan Commitments, the DDTL Commitments, the SSI DDTL Commitments, the SSI Revolving Loan Commitments, or, if applicable, the Incremental Facility Commitments, respectively, as so reduced, together with accrued interest on the amount so prepaid and any partial reduction, and such termination or reduction commitment fees accrued through the date of the Revolving Commitments shall be effective on reduction with respect to the date specified amount reduced.” (iv) Section 2.6. Article 2, Loans, of the AMT Loan Agreement is hereby further amended by deleting Section 2.6, Prepayments and Repayments, in Company’s notice its entirety and shall reduce substituting the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof.following therefor:

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each the Class B Revolving LenderAgent, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount; and provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit. (ii) Company’s notice shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Company’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof.

Voluntary Commitment Reductions. (iA) Subject to payment At any time after the first anniversary of any Early Termination Fee or prepayment premium described in Section 2.9(c)the Closing Date, Company the Borrower may, upon not less than three five (35) Business Days’ prior written notice to Administrative Agent, Agent (which written notice Administrative Agent will promptly transmit to each Class A Managing Agent and each Class B Revolving applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part any unused portion of the Revolving Delayed Draw Term Loan Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving and Third Restatement Delayed Draw Term Laon Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Revolving Delayed Draw Term Loan Commitments and Third Restatement Delayed Draw Term Laon Commitments, as applicable, shall be in an aggregate minimum amount of One Million Dollars ($500,000 1,000,000) and integral multiples of One Hundred Thousand Dollars ($100,000 100,000) in excess of that amount and any such partial reduction or, if less, the remaining amount of the Class B Revolving Delayed Draw Term Loan Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount; and provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group LimitThird Restatement Delayed Draw Term Laon Commitments, as applicable. (iiB) CompanyBorrower’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 and/or Third Restatement Delayed Draw Term Loan Commitments shall be effective on the date specified in CompanyBorrower’s notice and shall reduce the Revolving Delayed Draw Term Loan Commitment and Third Restatement Delayed Draw Term Loan Commitments, as applicable, of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereofpro rata share of the Type of Delayed Draw Term Loans and Third Restatement Delayed Draw Term Loans, as applicable, so reduced.

Voluntary Commitment Reductions. (ia) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company The Borrower may, upon not less than three five (35) Business Days’ prior written notice to Administrative the Facility Agent and the Class B Agent, each Class A Managing Agent and each Class B Revolving Lender, at any time and from time to time time: (i) terminate in whole or permanently reduce in part the Class A Revolving Commitments Maximum Amount in an amount up to the amount by which the Class A Revolving Commitments exceed Maximum Amount exceeds the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case Maximum Amount at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Revolving Commitments Maximum Amount shall be in an aggregate minimum amount of Five Hundred Thousand Dollars ($500,000 500,000) and integral multiples of One Hundred Thousand Dollars ($100,000 100,000) in excess of that amount; (ii) terminate in whole or permanently reduce in part the Class B Revolving Commitments in an amount and up to the amount by which the total Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments at the time of such proposed termination or reduction; provided, (1) any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of One Hundred Thousand Dollars ($100,000 100,000) and integral multiples of One Hundred Thousand Dollars ($100,000 100,000) in excess of that amount; and provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit.[***] (iib) CompanyThe Borrower’s notice shall designate the date (which shall be a Business DayDistribution Date) 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 Distribution Date specified in Companythe Borrower’s notice and shall reduce the applicable Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof. (c) To the extent that the Revolving Commitments are reduced to zero pursuant to this Section and the Borrower notifies the Facility Agent and the Class B Agent in writing that it wishes to terminate this Agreement, each of the parties hereto agrees that upon full and final repayment of any amounts due by the Borrower hereunder, this Agreement and any related security interests and other ancillary documents shall be terminated and released and will be of no further force and effect, except for any obligations herein that by their terms are expressed to survive the termination of this Agreement. Each of the parties agrees to do and perform, from time to time, any and all acts and to execute and deliver any and all further instruments required or reasonably requested by any other party to more fully effect the termination and release.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company Borrowers may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each Class B Revolving Lenderterminate the unused Commitments of any Class, at any time and or from time to time terminate in whole or permanently reduce in part the Revolving unused Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicableany Class, in each case case, without premium or penalty; provided that (i) any such notice shall be received by Administrative Agent at least one (1) Business Day prior to the time date of such proposed termination or reduction; provided, (ii) any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples 1,000,000, or any whole multiple of $100,000 500,000 in excess of that thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any such partial reduction of the Class B Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the aggregate amount of the Revolving Credit Commitments then in effect, such sublimit shall be in an aggregate minimum automatically reduced by the amount of $100,000 and integral multiples such excess. Except as provided above, the amount of $100,000 in excess of that amount; and provided further that any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Class A Revolving Commitments shall effect a ratable reduction of Swing Line Sublimit unless otherwise specified by the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group LimitBorrowers. (ii) Company’s notice shall designate Administrative Agent will promptly notify the date (which shall be a Business Day) of such termination or reduction and the amount Appropriate Lenders of any partial reduction, and such termination or reduction of unused portions of the Revolving Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.12. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 2.22. All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be effective paid on the effective date specified in Company’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereofsuch termination.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each Class B Revolving 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 (A) the Revolving Commitments in an amount up to the amount by which the Class A Total Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reductionreduction or (B) the Term Commitments of any Class; provided, any provided that each such partial reduction of the Commitments of any Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and 5,000,000 or an integral multiples multiple of $100,000 1,000,000 in excess of that amount and any such partial amount. (i) To make a voluntary termination or reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount; and provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each any Class A Revolving Committed Lender and pursuant to Section 2.12(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 each Class A Lender Group’s Class A Lender Group Limit. (ii) Company’s 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 therein; provided that a notice of termination or reduction of the Commitments of any Class under Section 2.12(b)(i) may state that such notice is conditioned upon the occurrence of one or more events specified therein, in Company’s which case such notice and may be 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 Revolving Commitment Commitments of each applicable the Lenders of such Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its in accordance with their applicable Pro Rata Share thereofShares.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company may, upon not less than three (3) one Business Days’ Day’s prior written or telephonic notice promptly confirmed in writing to Administrative Agent, Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Class A Managing Agent and each Class B Revolving applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part part, without premium or penalty, the Delayed Draw Term Loan Commitments and at any time 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 Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Delayed Draw Term Loan Commitments or the Revolving Commitments shall be in an aggregate minimum amount of $500,000 1,000,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 1,000,000 in excess of that amount; and provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit. (ii) 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 or the Revolving Commitments shall be effective on the date specified in Company’s notice and shall reduce the Revolving Commitment or Delayed Draw Term Loan Commitments, as applicable, of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof. (iii) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to Administrative Agent at Administrative Agent’s Principal Office (which notice Administrative Agent shall promptly transmit to each of the Funded LC Issuing Banks and each of the Lenders), Company shall have the right, without premium or penalty, on any day, permanently to reduce the New Credit Linked Deposits in whole or in part, provided that (i) any partial reduction pursuant to this Section 2.13(b)(iii) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount, and shall be allocated among the New Credit Linked Deposits held by the Funded LC Issuing Banks on a pro rata basis and (ii) after giving effect to such reduction and to any cancellation or cash collateralization of Funded Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Funded Letter of Credit Exposures (after giving effect to any required increase in the Stated Amount of any Funded Letters of Credit) shall not exceed the Total Credit Linked Deposit. In the event the New Credit Linked Deposits shall be reduced as provided in the immediately preceding sentence, each Funded LC Issuing Bank shall repurchase the Funded LC Participation Interests in respect of such reduced New Credit Linked Deposits held by the Funded Letter of Credit Participants with the New Credit Linked Deposits held by such Funded LC Issuing Bank in an amount that corresponds to the portion of such reduction allocable to such Funded LC Issuing Bank (such repurchase price to be deposited by such Funded LC Issuing Bank with Administrative Agent) and Administrative Agent shall repay such amount to the Funded Letter of Credit Participants ratably in accordance with their Pro Rata Shares of the Total Credit Linked Deposit (as determined immediately prior to such reduction).

Voluntary Commitment Reductions. | || (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company The Borrower Representative may, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent, Agent (which written notice the Administrative Agent shall promptly transmit by telefacsimile or telephone to each Class A Managing Agent and each Class B Revolving applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part 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 Class A U.S. Revolving Commitments exceed the Total Utilization of Class A U.S. Revolving Commitments or Commitments, (y) the Class B Canadian Revolving Commitments exceed the Total Utilization of Class B Canadian Revolving Commitments or (z) the Foreign Revolving Commitments exceed the Total Utilization of Foreign Revolving Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, that any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of of, with respect to U.S. Revolving Commitments and Canadian Revolving Commitments, $500,000 5,000,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 1,000,000 in excess of that amount; , and, with respect to Foreign Revolving Commitments, €5,000,000 and provided further integral multiples of €1,000,000 in excess of that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limitamount. (ii) CompanyThe 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 Companythe Borrower Representative’s notice and shall reduce the applicable Revolving Commitment Commitments of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof; provided that such a notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company The Borrower may, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent, each Class A Managing Agent and each Class B terminate the Revolving LenderCredit Facilities (on a pro rata basis among the Revolving Credit Facilities, at any time and subject to the terms of Section 2.15) or the Letter of Credit Sublimit, or from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitments in an amount up (on a pro rata basis among the Revolving Credit Facilities, subject to the amount by which the Class A Revolving Commitments exceed the Total Utilization terms of Class A Revolving Commitments Section 2.15) or the Class B Revolving Commitments exceed Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Total Utilization Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, (ii) any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples 5,000,000 or any whole multiple of $100,000 1,000,000 in excess of that amount thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facilities if, after giving effect thereto and to any such partial reduction concurrent prepayments of the Class B Revolving Commitments shall be Credit Facilities hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facilities, (B) any Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments of such Revolving Credit Facility hereunder, the Total Revolving Credit Outstandings in an aggregate minimum amount respect of $100,000 and integral multiples such Revolving Credit Facility would exceed such Revolving Credit Facility or (C) the Letter of $100,000 in excess Credit Sublimit if, after giving effect thereto, the Outstanding Amount of that amount; and provided further that any such reduction L/C Obligations would exceed the Letter of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group LimitCredit Sublimit. (ii) CompanyThe 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 Credit Commitments shall be effective on the date specified in Companythe Borrower’s notice and shall reduce the Revolving Credit Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share Revolving Percentage thereof. The Borrower’s notice may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company The Borrower may, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (or such shorter time as the Administrative Agent, each Class A Managing Agent and each Class B Revolving Lenderin its reasonable discretion, may agree to), at any time and from time to time terminate in whole or permanently reduce in part part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 500,000 in excess of that amount amount. (ii) The Borrower may, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (or such shorter time as the Administrative Agent, in its reasonable discretion, may agree to), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Delayed Draw Term C Loan Commitments; provided that (1) any such partial reduction of the Class B Revolving Delayed Draw Term C Loan Commitments shall be in an aggregate minimum amount of $100,000 500,000 and integral multiples of $100,000 500,000 in excess of that amount; amount and provided further that any such reduction (2) the Borrower’s and the Tribe’s obligations in respect of the Class A Revolving Commitments shall effect Roadway Improvements have been satisfied (which, without limitation, may be accomplished through making payment to the California Department of Transportation to reimburse it for its costs, fees and expenses in connection with the Roadway Improvements or making other payments to the California Department of Transportation, Bureau of Indian Affairs or County of San Diego in satisfaction of such obligations), as certified by a ratable reduction Responsible Officer of the Class A Revolving Commitments of each Class A Revolving Committed Lender Borrower in form and of each Class A Lender Group’s Class A Lender Group Limitsubstance reasonably satisfactory to the Administrative Agent (including backup documentation). (iiiii) CompanyThe Borrower’s notice to the Administrative Agent with respect to any such Commitment reduction 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 Delayed Draw Term C Loan Commitments shall be effective on the date specified in Companythe Borrower’s notice and shall reduce the Revolving Commitment or Delayed Draw Term C Loan Commitments, as applicable, of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof; provided that a notice of termination of all Commitments delivered by the Borrower to the Administrative Agent may state that such notice is conditioned upon the incurrence of Indebtedness, receipt of a capital contribution or issuance of Capital Stock or an Investment, acquisition or sale, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified termination date) if such condition is not satisfied, and if such notice is revoked, such termination or reduction will not become effective.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company Borrower may, 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 telephone confirmed in writing to each applicable Lender, but in no event later than the date such notice is received by Administrative Agent, each Class A Managing Agent and each Class B Revolving Lender), at any time and from time to time terminate in whole or permanently reduce in part part, without premium or penalty, the Revolving Loan Commitments in an amount up to the amount by which the Class A Revolving Loan Commitments exceed the Total Utilization of Class A Revolving Loan Commitments at the time of such proposed termination or reduction; provided, any such partial reduction of the Revolving 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. (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 telephonic notice 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 or the Class B Revolving Nortel Networks Loan Commitments in an amount up to the amount by which the Delayed Draw Term Loan Commitments exceed the Total Utilization of Class B Revolving CommitmentsDelayed Draw Term Loan Commitments or, as applicable, the Nortel Networks Loan Commitments exceed the Total Utilization of Nortel Networks Loan Commitments, in each case at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Revolving Delayed Draw Term Loan Commitments and/or the Nortel Networks Loan Commitments shall each be in an aggregate minimum amount of $500,000 5,000,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 1,000,000 in excess of that amount; and provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit. (iiiii) Company’s 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 Delayed Draw Term Loan Commitments and/or Nortel Networks Loan Commitments and/or Revolving Commitments Loan Commitments, as applicable, shall be effective on the date specified in Company’s Borrower's notice and shall reduce the Delayed Draw Term Loan Commitment and/or Nortel Networks Loan Commitment and/or Revolving Loan Commitment as applicable, of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company The Borrower Representative may, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent, Agent (which written notice the Administrative Agent shall promptly transmit by telefacsimile or telephone to each Class A Managing Agent and each Class B Revolving applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part part, without 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 Class A U.S. Revolving Commitments exceed the Total Utilization of Class A U.S. Revolving Commitments or Commitments, (y) the Class B Canadian Revolving Commitments exceed the Total Utilization of Class B Canadian Revolving Commitments or (z) the European Revolving Commitments exceed the Total Utilization of European Revolving Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, that any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of of, with respect to U.S. Revolving Commitments and Canadian Revolving Commitments, $500,000 5,000,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 1,000,000 in excess of that amount; , and, with respect to European Revolving Commitments, €5,000,000 and provided further integral multiples of €1,000,000 in excess of that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limitamount. (ii) CompanyThe 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 Companythe Borrower Representative’s notice and shall reduce the applicable Revolving Commitment Commitments of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof; provided that such a notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower 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) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company mayThe Borrowers, upon not less than at least three (3) Business Days’ ' prior written notice to Administrative Agentthe Collateral Agent from the Borrowers (which the Collateral Agent shall promptly transmit to each Lender), each Class A Managing Agent and each Class B Revolving Lendershall have the right, at any time and from time to time time, (A) to terminate in whole or permanently reduce in part the unfunded portion of the Term Loan Commitments and (B) to terminate in whole or permanently reduce in part the Revolving Commitments Credit Commitments; provided that, in the case of a termination of the Revolving Credit Commitments, the Borrowers 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 up less than or equal to the amount by which the Class A Revolving Credit Commitments exceed the Total Utilization of Class A Revolving Commitments as reduced or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, any such terminated. Any partial reduction of the Class A Term Loan Commitments or Revolving Credit Commitments shall be in an aggregate minimum amount of $500,000 1,000,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 1,000,000 in excess of that amount; and provided further that any such . Each reduction of the Class A Revolving Term Loan Commitments shall effect a ratable reduce the Term Loan Commitments of each Term Lender proportionately in accordance with its Term Loan Pro Rata Share and each installment amount set forth in Section 2.01(b)(ii) allocated to the then unfunded Term Loan Commitments pro rata based on the then unfunded amounts thereof. Each reduction of the Class A Revolving Credit Commitments shall reduce the Revolving Credit Commitment of each Class A Revolving Committed Lender and proportionately in accordance with its Revolving Credit Pro Rata Share. Any notice of each Class A Lender Group’s Class A Lender Group Limit. termination or reduction given to the Collateral Agent under this Section 4.01(a)(ii) shall specify (iiA) Company’s notice shall designate 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, the aggregate principal amount thereof and (B) whether such termination or reduction is of the Term Loan Commitments or Revolving Credit Commitments. 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 Company’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereofsuch notice.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company Borrowers may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each Class B Revolving Lenderterminate the unused Commitments of any Class, at any time and or from time to time terminate in whole or permanently reduce in part the Revolving unused Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicableany Class, in each case case, without premium or penalty; provided that (i) any such notice shall be received by Administrative Agent at least one (1) Business Day prior to the time date of such proposed termination or reduction; provided, (ii) any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples 1,000,000, or any whole multiple of $100,000 500,000 in excess of that thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any such partial reduction of the Class B Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the aggregate amount of the Revolving Commitments then in effect, such sublimit shall be in an aggregate minimum automatically reduced by the amount of $100,000 and integral multiples such excess. Except as provided above, the amount of $100,000 in excess of that amount; and provided further that any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Class A Revolving Commitments shall effect a ratable reduction of Swing Line Sublimit unless otherwise specified by the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group LimitBorrowers. (ii) Company’s notice shall designate Administrative Agent will promptly notify the date (which shall be a Business Day) of such termination or reduction and the amount Appropriate Lenders of any partial reduction, and such termination or reduction of unused portions of the Revolving Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.12. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 2.22). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be effective paid on the effective date specified in Company’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereofsuch termination.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each Class B Revolving LenderThe Borrower shall have the right, at any time and from time to time terminate in whole or permanently reduce in part after the Agreement Date, but prior to, (a) with respect to the Revolving Commitments Loan Commitment, the Revolving Loan Maturity Date, and (b) with respect to the Term Loan A Commitment, the Term Loan A Draw Termination Date, upon at least three (3) Business Days' prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Revolving Loan Commitment and the Term Loan A Commitment pro rata on the basis of the respective Commitment Ratios of the Lenders applicable to the Revolving Loan Commitment and the Term Loan A Commitment, respectively; provided, however, that any such partial reduction shall be made in an amount up to not less than $2,000,000 and in an integral multiple of $1,000,000. As of the amount by which date of cancellation or reduction set forth in such notice, the Class Revolving Loan Commitment and the Term Loan A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving CommitmentsCommitment, as applicable, shall be permanently reduced to the amount stated in each case at such notice for all purposes herein, and the time of such proposed termination or reduction; provided, any such partial reduction Borrower shall pay to the Administrative Agent for the Lenders the amount necessary to reduce the principal amount of the Class Loans then outstanding under Revolving Loan Commitment and the Term Loan A Revolving Commitments shall Commitment, or take such other action as may be in an aggregate minimum amount necessary to repay, cancel or otherwise discharge the Letter of $500,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount; and provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit. (ii) Company’s notice shall designate the date (which shall be a Business Day) of such termination or reduction and Credit Obligations, as applicable, to not more than the amount of any partial reductionRevolving Loan Commitment and the Term Loan A Commitment, as applicable, as so reduced, together with accrued interest on the amount so prepaid and such termination or reduction commitment fees accrued through the date of the reduction with respect to the amount reduced. Reductions to the Revolving Commitments Loan Commitment under this Section 2.6 shall be effective on applied to the date specified reductions set forth in Company’s notice and shall reduce Section 2.5(a) hereof pro rata across the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereofreductions set forth therein.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c)After the Restatement Date, Company maythe Borrower shall have the right, upon not less than three at least five (35) Business Days’ ' prior written notice to Administrative Agent, each Class A Managing the Agent and each Class B the Revolving LenderLenders, in the case of any reduction in the Revolving Loan Commitments, and the Supplemental Revolving Lenders, in the case of any reduction in the Supplemental Revolving Loan Commitments, given prior to 10:00 a.m. (New York City time) on the fifth Business Day preceding the proposed reduction date, without premium or penalty, to permanently reduce or terminate the unutilized portion of the aggregate of the Total Revolving Loan Commitments or Total Supplemental Revolving Loan Commitments in whole at any time and or in part from time to time, in a minimum aggregate amount of $5,000,000 (unless the Total Revolving Loan Commitments or Total Supplemental Revolving Loan Commitments, as the case may be, at such time terminate is less than $10,000,000, in whole or permanently reduce in part the Revolving Commitments which case, in an amount up equal to the amount by which the Class A Total Revolving Commitments exceed the Total Utilization of Class A Revolving Loan Commitments or the Class B Total Supplemental Revolving Loan Commitments exceed the Total Utilization of Class B Revolving Commitmentsat such time) and, as applicableif such reduction is greater than $5,000,000, in each case at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of 1,000,000 above such minimum; provided, however, that amount and any (i) no such partial reduction or termination of the Class B Revolving Loan Commitments shall be in an permitted if, after giving effect thereto and to any prepayment or payment of the Revolving Loans and Swing Line Loans on the proposed reduction date, the then outstanding aggregate minimum principal amount of $100,000 Revolving Loans and integral multiples Swing Line Loans plus the then aggregate amount of $100,000 L/C Obligations outstanding would exceed the aggregate Revolving Loan Commitments of the Revolving Lenders then in excess effect, (ii) no such reduction or termination of that amount; the Supplemental Revolving Loan Commitments shall be permitted if, after giving effect thereto and provided further that to any prepayment or payment of the Supplemental Revolving Loans on the proposed reduction date, the aggregate principal amount of Supplemental Revolving Loans outstanding for all Supplemental Revolving Lenders would exceed the aggregate Supplemental Revolving Loan Commitments of the Supplemental Revolving Lenders then in effect, and (iii) all prepayments of Eurodollar Rate Loans shall be subject to Section 2.16. Any such reduction of the Class A Total Revolving Loan Commitments and the Total Supplemental Revolving Loan Commitments shall effect be made in conjunction with one another on a ratable proportionate basis (with the $5,000,000 minimum amount specified in the preceding sentence applying to the aggregate amount of Revolving Loan Commitments and Supplemental Revolving Loan Commitments being reduced) and any such reduction shall apply proportionately to the Revolving Loan Commitments of the Class A Revolving Lenders and the Supplemental Revolving Loan Commitments of the Supplemental Revolving Lenders based on such Lender's Revolving Loan Pro Rata Share or Supplemental Revolving Loan Pro Rata Share, as applicable. Simultaneously with each Class A reduction or termination of the Revolving Committed Lender and Loan Commitments, the Borrower shall pay to the Agent for the account of each Class A Revolving Lender Group’s Class A Lender Group Limit. (ii) Company’s notice shall designate the date (which shall be a Business Day) of such termination or reduction and Revolving Loan Commitment Fee accrued on the amount of any partial reduction, and such the Revolving Loan Commitments so reduced or terminated through the date thereof. Simultaneously with each reduction or termination or reduction of the Supplemental Revolving Commitments Loan Commitments, the Borrower shall be effective pay to the Agent for the account of each Supplemental Revolving Lender the Supplemental Revolving Loan Commitment Fee accrued on the amount of the Supplemental Revolving Loan Commitments so reduced or terminated through the date specified in Company’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Except as set forth in the Fee or prepayment premium described in Section 2.9(c)Letter, Company may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each the Class B Revolving LenderAgent, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount; and provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group LimitLender. (ii) Company’s notice shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Company’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent, Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each Class A Managing Agent and each Class B Revolving applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Class A accordance with their respective Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments Commitment Percentage thereof) or the Class B Revolving Term Loan A Commitments exceed (ratably among the Total Utilization of Class B Revolving Commitments, as applicable, Lenders in each case at the time of such proposed termination or reductionaccordance with their respective Term Loan A Commitment Percentage thereof); provided, (A) any such partial reduction of the Class Revolving Commitments or Term Loan A Revolving Commitments shall be in an aggregate minimum amount of $500,000 5,000,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 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 provided further that to any such concurrent prepayments hereunder, the Outstanding Amount of Revolving Obligations exceeds the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Class A Aggregate Revolving Commitments shall effect a ratable reduction Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Class A Aggregate Revolving Commitments Commitments, the Letter of each Class A Revolving Committed Lender and Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of each Class A Lender Group’s Class A Lender Group Limitsuch excess. (ii) CompanyThe 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 Term Loan A Commitments shall be effective on the date specified in Companythe Borrower’s notice and shall reduce the Revolving Commitment Commitments or Term Loan A Commitments of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share Revolving Commitment Percentage or Term Loan A Commitment Percentage, as applicable, thereof.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), The Company may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent, Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each Class A Managing Agent and each Class B Revolving applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reductionaccordance with their respective commitment percentage thereof); provided, (A) any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 5,000,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 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 provided further that to any such concurrent prepayments hereunder, the aggregate Outstanding Amount exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Class A Aggregate Revolving Commitments shall effect a ratable reduction Commitments, the Designated Borrower Sublimit, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Class A Aggregate Revolving Commitments Commitments, the Designated Borrower Sublimit, the Letter of each Class A Revolving Committed Lender and Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of each Class A Lender Group’s Class A Lender Group Limitsuch excess. (ii) The 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 the Company’s notice and shall reduce the Revolving Commitment Commitments of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share Revolving Commitment Percentage thereof.

Voluntary Commitment Reductions. (i24) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company Borrowers may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each Class B Revolving Lenderterminate the unused Commitments of any Class, at any time and or from time to time terminate in whole or permanently reduce in part the Revolving unused Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicableany Class, in each case case, without premium or penalty; provided that (i) any such notice shall be received by Administrative Agent at least one (1) Business Day prior to the time date of such proposed termination or reduction; provided, (ii) any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples 1,000,000, or any whole multiple of $100,000 500,000 in excess of that thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any such partial reduction of the Class B Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the aggregate amount of the Revolving Commitments then in effect, such sublimit shall be in an aggregate minimum automatically reduced by the amount of $100,000 and integral multiples of $100,000 in excess of that amount; and such excess. Except as provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit. (ii) Company’s notice shall designate the date (which shall be a Business Day) of such termination or reduction and above, the amount of any partial reduction, and such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowers. (25) Administrative Agent will promptly notify the Appropriate Lenders of any termination or reduction of unused portions of the Revolving Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.12. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 2.22. All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be effective paid on the effective date specified in Company’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereofsuch termination.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each Class B Revolving LenderThe Borrower shall have the right, at any time and from time to time terminate in whole or permanently reduce in part after the Agreement Date and prior to the Revolving Commitments in an amount up to the amount by which the Class Loan Maturity Date, Term Loan A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class Maturity Date, Term Loan B Revolving Commitments exceed the Total Utilization of Class B Revolving CommitmentsMaturity Date, Term Loan C Maturity Date and Incremental Facility Maturity Date, as applicable, in each case upon at least three (3) Business Days' prior written notice to the time Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of such proposed termination the Revolving Loan Commitments (or reductionthe Incremental Facility Commitments) on the basis of the respective Revolving Loan Commitment Ratios (or the Incremental Facility Commitment Ratios) of the Lenders applicable to the Revolving Loan Commitments (or the Incremental Facility Commitments); provided, however, that the Borrower shall reimburse the Lenders and the Administrative Agent, on demand by the applicable Lender or the Administrative Agent, for any loss or out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.10 hereof; provided further, however, that Borrower's failure to confirm any telephonic notice with a written notice, shall not invalidate any notice so given if acted upon by the Administrative Agent; provided further, however, that any such partial reduction of the Class A Revolving Commitments shall be made in an aggregate minimum amount of not less than $500,000 1,000,000 and in integral multiples of not less than $100,000 in excess of that amount and any such partial reduction 1,000,000. As of the Class B date of cancellation or reduction set forth in such notice, the Revolving Loan Commitments (or the Incremental Facility Commitments) shall be permanently reduced to the amount stated in an aggregate minimum the Borrower's notice for all purposes herein, and the Borrower shall pay to the Administrative Agent for the Lenders the amount necessary to reduce the principal amount of $100,000 the Revolving Loans and integral multiples of $100,000 in excess of that amount; and provided further that any such reduction of the Class A Swing Line Loans (or Incremental Facility Loans) then outstanding under the Revolving Loan Commitments shall effect a ratable reduction of (or the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit. (iiIncremental Facility Commitments) Company’s notice shall designate the date (which shall be a Business Day) of such termination or reduction and to not more than the amount of any partial reductionthe Revolving Loan Commitments (or the Incremental Facility Commitments) as so reduced, together with accrued interest on the amount so prepaid and such termination or reduction commitment fees accrued through the date of the reduction with respect to the amount reduced. Reductions in the Revolving Loan Commitments pursuant to this Section shall be effective on applied pro rata to the date specified then remaining reductions set forth in Company’s notice and shall reduce Section 2.5(a) hereof in inverse order of the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereofreductions set forth therein.

Voluntary Commitment Reductions. (i) Subject The Borrower shall have the right, at any time and from time to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company maytime after the Restatement Effective Date, upon not less than at least three (3) Business Days’ prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of (a) the Initial Revolving Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving Loan Commitment or (b) the Initial Revolving-1 Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving-1 Loan Commitment; provided, however, that in each Class A Managing Agent and each Class B Revolving Lender, at case any time and from time to time terminate in whole or permanently reduce in part the Revolving Commitments such partial reduction shall be made in an amount up not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent reduction of the Initial Revolving Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the amount by which the Class A aggregate outstanding Initial Revolving Commitments exceed the Total Utilization Loans, Swingline Loans and Letter of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving CommitmentsCredit Obligations, as applicable, after such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in each case at a Cash Collateral account opened by the time of Administrative Agent in an amount equal to such proposed termination or reduction; provided, any such partial excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Each permanent reduction of the Class A Revolving Commitments Initial Revolving-1 Loan Commitment permitted pursuant to this Section shall be in an accompanied by a payment of principal sufficient to reduce the aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and any outstanding Initial Revolving-1 Loans after such partial reduction to the Initial Revolving-1 Loan Commitment as so reduced. Any reduction of the Class B Initial Revolving Commitments Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall result in an aggregate minimum amount the termination of $100,000 the Initial Revolving Loan Commitment and integral multiples of $100,000 in excess of that amount; and provided further that any such the Swingline Commitment. Any reduction of the Class A Revolving Commitments Initial Revolving-1 Loan Commitment to zero shall effect a ratable reduction be accompanied by payment of all outstanding Initial Revolving-1 Loans and shall result in the termination of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit. (ii) Company’s notice shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Company’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof.Initial Revolving-1

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company Borrowers may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each Class B Revolving Lenderterminate the unused Commitments of any Class, at any time and or from time to time terminate in whole or permanently reduce in part the Revolving unused Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicableany Class, in each case case, without premium or penalty; provided that (i) any such notice shall be received by Administrative Agent at least one (1) Business Day prior to the time date of such proposed termination or reduction; provided, (ii) any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples 1,000,000, or any whole multiple of $100,000 500,000 in excess of that thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any such partial reduction of the Class B Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the aggregate amount of the Revolving Commitments then in effect, such sublimit shall be in an aggregate minimum automatically reduced by the amount of $100,000 and integral multiples of $100,000 in excess of that amount; and such excess. Except as provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit. (ii) Company’s notice shall designate the date (which shall be a Business Day) of such termination or reduction and above, the amount of any partial reduction, and such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowers. a. Administrative Agent will promptly notify the Appropriate Lenders of any termination or reduction of unused portions of the Revolving Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.12. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 2.22. All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be effective paid on the effective date specified in Company’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereofsuch termination.

Voluntary Commitment Reductions. (iA) Subject to payment At any time after the first anniversary of any Early Termination Fee or prepayment premium described in Section 2.9(c)the Closing Date, Company the Borrower may, upon not less than three five (35) Business Days’ prior written notice to Administrative Agent, Agent (which written notice Administrative Agent will promptly transmit to each Class A Managing Agent and each Class B Revolving applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part any unused portion of the Revolving Delayed Draw Term Loan Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving and Third Restatement Delayed Draw Term Loan Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Revolving Delayed Draw Term Loan Commitments and Third Restatement Delayed Draw Term Loan Commitments, as applicable, shall be in an aggregate minimum amount of One Million Dollars ($500,000 1,000,000) and integral multiples of One Hundred Thousand Dollars ($100,000 100,000) in excess of that amount and any such partial reduction or, if less, the remaining amount of the Class B Revolving Delayed Draw Term Loan Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount; and provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group LimitThird Restatement Delayed Draw Term Loan Commitments, as applicable. (iiB) CompanyBorrower’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 and/or Third Restatement Delayed Draw Term Loan Commitments shall be effective on the date specified in CompanyBorrower’s notice and shall reduce the Revolving Delayed Draw Term Loan Commitment and Third Restatement Delayed Draw Term Loan Commitments, as applicable, of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereofpro rata share of the Type of Delayed Draw Term Loans and Third Restatement Delayed Draw Term Loans, as applicable, so reduced.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each Class B Revolving LenderThe Borrower shall have the right, at any time and from time to time terminate after the Restatement Effective Date, upon at least three (3) U.S. Government Securities Business Days’ prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of (a) the Initial Revolving-A Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving-A Loan Commitment or (b) the Initial Revolving Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving Loan Commitment or (b) the Initial Revolving-1 Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving-1 Loan Commitment; provided, however, that in whole or permanently reduce in part the Revolving Commitments each case any such partial reduction shall be made in an amount up not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent reduction of the Initial Revolving-A Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving-A Loans after such reduction to the amount Initial Revolving-A Loan Commitment as so reduced. Each permanent reduction of the Initial Revolving Loan Commitment permitted pursuant to this Section shall be accompanied by which a payment of principal sufficient to reduce the Class A aggregate outstanding Initial Revolving Commitments exceed the Total Utilization Loans, Swingline Loans and Letter of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving CommitmentsCredit Obligations, as applicable, after such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in each case at a Cash Collateral account opened by the time of Administrative Agent in an amount equal to such proposed termination or reduction; provided, any such partial excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Each permanent reduction of the Class A Revolving Commitments Initial Revolving-1 Loan Commitment permitted pursuant to this Section shall be in an accompanied by a payment of principal sufficient to reduce the aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and any outstanding Initial Revolving-1 Loans after such partial reduction to the Initial Revolving-1 Loan Commitment as so reduced. Any reduction of the Class B Initial Revolving Commitments Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall result in an aggregate minimum amount the termination of $100,000 the Initial Revolving Loan Commitment and integral multiples of $100,000 in excess of that amount; and provided further that any such the Swingline Commitment. Any reduction of the Class Initial Revolving-1Revolving-A Revolving Commitments Loan Commitment to zero shall effect a ratable be accompanied by payment of all outstanding Initial Revolving-1Revolving-A Loans and shall result in the termination of the Initial Revolving-1Revolving-A Loan Commitment. If the reduction of the Class Initial RevolvingRevolving-A Revolving Commitments Loan Commitment or the Initial Revolving-1 Loan Commitment, as applicable, requires the repayment of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit. (ii) Company’s notice shall designate the date (which any Term SOFR Advance, such repayment shall be a Business Day) of such termination or reduction and the accompanied by any amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall required to be effective on the date specified in Company’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately paid pursuant to its applicable Pro Rata Share thereofSection 2.9 hereof.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent, Agent (which original written or telephonic notice the Administrative Agent will promptly transmit to each Class A Managing Agent and each Class B Revolving applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part the Aggregate Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reductionaccordance with their respective commitment percentage thereof); provided, provided that (A) any such partial reduction of the Class A Aggregate Revolving Commitments shall be in an aggregate minimum amount of $500,000 3,000,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 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 provided further that to any such concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Class A Aggregate Revolving Commitments shall effect a ratable reduction Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Class A Aggregate Revolving Commitments Commitments, the Letter of each Class A Revolving Committed Lender and Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of each Class A Lender Group’s Class A Lender Group Limitsuch excess. (ii) CompanyThe 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 Companythe Borrower’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share Revolving Commitment Percentage thereof; provided that a notice of termination of the Aggregate Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds of the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 3:00 p.m. on the specified effective date of termination) if such condition is not satisfied (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) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company Borrower 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, Agent (which original written notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Class A Managing Agent and each Class B Revolving applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part part, without premium or penalty, (i) the Revolving Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or (ii) the Class B Revolving Delayed Draw Term Loan Commitments in an amount up to the amount by which the Delayed Draw Term Loan Commitments exceed the Total Utilization outstanding amount of Class B Revolving Commitments, as applicableDelayed Draw Term Loans, in each case at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Revolving Commitments or Delayed Draw Term Loan Commitments, as applicable, shall be be, unless otherwise agreed by the Administrative Agent, in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and any (or such partial reduction lesser amount which constitutes the full amount of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount; and provided further that any such reduction the Total Utilization of the Class A Revolving Commitments shall effect a ratable reduction of the Class A or unutilized Delayed Draw Term Loan Commitments, as applicable, at such time). Any Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limitor Delayed Draw Term Loan Commitments terminated under this Section 2.12(b) may not be re-established. (ii) CompanyBorrower’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 Delayed Draw Term Loan Commitments, as applicable, shall be effective on the date specified in CompanyBorrower’s notice and shall reduce the Revolving Commitment or Delayed Draw Term Loan Commitment, as applicable, of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof; provided, that a notice of prepayment made in connection with a refinancing of the Loans or sale of the Borrower may 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 shall not be so due and payable on the prepayment date specified in such notice).

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company Borrowers may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each Class B Revolving Lenderterminate the unused Commitments of any Class, at any time and or from time to time terminate in whole or permanently reduce in part the Revolving unused Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicableany Class, in each case case, without premium or penalty; provided that (i) any such notice shall be received by Administrative Agent at least one (1) Business Day prior to the time date of such proposed termination or reduction; provided, (ii) any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples 1,000,000, or any whole multiple of $100,000 500,000 in excess of that thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any such partial reduction of the Class B Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the aggregate amount of the Revolving Commitments then in effect, such sublimit shall be in an aggregate minimum automatically reduced by the amount of $100,000 and integral multiples such excess. Except as provided above, the amount of $100,000 in excess of that amount; and provided further that any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Class A Revolving Commitments shall effect a ratable reduction of Swing Line Sublimit unless otherwise specified by the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group LimitBorrowers. (ii) Company’s notice shall designate Administrative Agent will promptly notify the date (which shall be a Business Day) of such termination or reduction and the amount Appropriate Lenders of any partial reduction, and such termination or reduction of unused portions of the Revolving Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.12. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 2.22. All commitment fees accrued NAI-1537241654v2 until the effective date of any termination of the Aggregate Commitments shall be effective paid on the effective date specified in Company’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereofsuch termination.

Voluntary Commitment Reductions. (ia) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), except as otherwise set forth in athe Fee Letter, Company may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent, each Class A Managing Agent and each the Class B Revolving Lender, Lenders at any time and from time to time terminate in whole or permanently reduce in part the Revolving Commitments in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount; and provided further that any such reduction of the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit. (iib) Company’s notice shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Company’s notice and shall reduce the Revolving Commitment of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share thereof. (c) If Company voluntarily reduces or terminates any Class A Revolving Commitments as provided in Section 2.9(a), Company shall pay to Paying Agent, on behalf of the Class A Revolving Lenders whose Class A Revolving Commitments were terminated or reduced, on the date of such reduction or termination, the amounts (if any) described in the Undertakings Agreement.

Voluntary Commitment Reductions. (i) Subject to payment of any Early Termination Fee or prepayment premium described in Section 2.9(c), Company The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to the Administrative AgentAgent (which original written or telephonic notice the Administrative Agent will promptly transmit by facsimile, electronic mail or telephone to each Class A Managing Agent and each Class B Revolving applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part (a) the Revolving Commitments (ratably among the Lenders in an amount up to the amount by which the Class A Revolving Commitments exceed the Total Utilization of Class A Revolving Commitments or the Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments, as applicable, in each case at the time of such proposed termination or reductionaccordance with their respective commitment percentage thereof); provided, (1) any such partial reduction of the Class A Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples of $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 and 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 Class B Revolving Commitments Term Loan Commitment shall be in an aggregate minimum amount of $100,000 500,000 and integral multiples of $100,000 in excess of that amount; amount and provided further that (2) the Borrower shall not terminate or reduce the Term Loan Commitment if, after giving effect thereto and to any such reduction concurrent prepayments hereunder, the aggregate Outstanding Amount of Term Loan Obligations exceeds the Class A Revolving Commitments shall effect a ratable reduction of the Class A Revolving Commitments of each Class A Revolving Committed Lender and of each Class A Lender Group’s Class A Lender Group Limit.Term Loan Commitment, as so reduced.. (ii) CompanyThe 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 Companythe Borrower’s notice and shall reduce the Revolving Commitment Commitments of each applicable Class A Revolving Committed Lender and/or Class B Revolving Lender proportionately to its applicable Pro Rata Share Revolving Commitment Percentage thereof.