Common use of Voluntary Reductions of Commitments Clause in Contracts

Voluntary Reductions of Commitments. (a) Company may, upon not less than three Business Days' prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitments in an amount up to the amount by which the Revolving Loan Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitments shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Company's notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Loan Commitments shall be effective on the date specified in Company's notice and shall reduce the Revolving Loan Commitment of each Lender proportionately to its Pro Rata Share of such reduction. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Loan Commitment of such Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed amounts) and (2) the consents required by subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (a) Company The Borrower may, upon not less than three Business Days' ’ prior written or telephonic notice confirmed in writing given to the Administrative Agent by 12:00 Noon (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender)New York time) on the date required, at any time and from time to time time, without premium or penalty, terminate in whole or permanently reduce in part, without premium or penalty, part the Revolving Loan Commitments in an amount up to or the amount by which Delayed Draw Term Loan Commitments; provided that (a) the Borrower may not terminate or reduce the Revolving Loan Commitments exceed to an amount less than the Total Utilization of Revolving Loan Commitments, (b) the Borrower may not terminate or reduce the Delayed Draw Term Loan Commitments at to an amount less than the time Total Utilization of such proposed termination or reduction; provided that Delayed Draw Term Loan Commitments, and (c) any such partial reduction of the Revolving Loan Commitments or the Delayed Draw Term Loan Commitments (as the case may be) shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Company's The Borrower’s notice to the Administrative Agent shall designate (x) the date (which shall be a Business Day) of such termination or reduction, (y) whether the termination or reduction applies to the Revolving Loan Commitments or the Delayed Draw Term Loan Commitments and (z) the amount of any partial reductionsuch reduction or termination. Notice of such reduction or termination having been given as aforesaid, and such termination or reduction of the Revolving Loan specified Commitments shall be effective on the date specified in Company's the Borrower’s notice and shall reduce the Revolving Loan specified Commitment of each Lender proportionately to by its Pro Rata Share of such reductionthereof. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Loan Commitment of such Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed amounts) and (2) the consents required by subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), which shall survive as to such Lender.

Voluntary Reductions of Commitments. The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Revolving Commitments (afor which purpose use of the Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Bid Rate Loans and Swingline Loans) Company may, upon not less than three Business Days' prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender), the Term Loan Commitments at any time and from time to time terminate in whole without penalty or permanently reduce in part, without premium or penalty, the Revolving Loan Commitments in an amount up upon not less than three (3) Business Days prior written notice to the amount by which the Revolving Loan Commitments exceed the Total Utilization Administrative Agent of Revolving Loan Commitments at the time of each such proposed termination or reduction; provided that , which notice shall specify the Class of Commitments subject to such termination or reduction, the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Revolving Loan Commitments shall not be in an aggregate minimum amount of less than $2,000,000 10,000,000 and integral multiples of $500,000 5,000,000 in excess of that amount. Company's notice amount in the aggregate) and shall be irrevocable once given and effective only upon receipt by the Administrative Agent (“Prepayment Notice”); provided, however, that such Prepayment Notice may be revoked or modified in connection with a requested termination of the aggregate amount of all Commitments that is contingent on the consummation of a refinancing, change of control event or other capital transaction that does not close on the originally anticipated closing date.. Promptly after receipt of a Prepayment Notice with respect to a Class of Commitments, the Administrative Agent shall designate notify each Lender of such Class of the proposed termination or reduction. Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated, except in accordance with Section 2.17. If the Commitments of a Class are terminated or reduced to zero, the Borrower shall pay all fees on the Commitments so reduced or terminated that have accrued to the date (which shall be a Business Day) of such reduction or termination or reduction and to the amount of any partial reduction, and such termination or reduction Administrative Agent for the account of the Revolving Loan Commitments shall be effective on the date specified in Company's notice and shall reduce the Revolving Loan Commitment of each Lender proportionately to its Pro Rata Share of such reduction. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each Lenders of the Lenders), to terminate the entire Revolving Loan Commitment of such Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaidapplicable Class, including without limitation amounts owing but not limited to such any applicable compensation due to any Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently in accordance with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed amounts) and (2) the consents required by subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), which shall survive as to such LenderSection 4.4.

Voluntary Reductions of Commitments. (a) Company The Borrower may, upon not less than three Business Days' ’ prior written or telephonic notice confirmed in writing given to the Administrative Agent by 12:00 Noon (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender)New York time) on the date required, at any time and from time to time time, without premium or penalty, terminate in whole or permanently reduce in partpart the Revolving Loan Commitments, without premium the Delayed Draw Term Loan Commitments or penalty, the Additional Delayed Draw Term Loan Commitments; provided that (a) the Borrower may not terminate or reduce the Revolving Loan Commitments in to an amount up to the amount by which the Revolving Loan Commitments exceed less than the Total Utilization of Revolving Loan Commitments, (b) the Borrower may not terminate or reduce the Delayed Draw Term Loan Commitments at to an amount less than the time Total Utilization of such proposed termination Delayed Draw Term Loan Commitments, (c) the Borrower may not terminate or reduction; provided that reduce the Additional Delayed Draw Term Loan Commitments to an amount less than the Total Utilization of Additional Delayed Draw Term Loan Commitments, and (d) any such partial reduction of the Revolving Loan Commitments, the Delayed Draw Term Loan Commitments or the Additional Delayed Draw Term Loan Commitments (as the case may be) shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Company's The Borrower’s notice to the Administrative Agent shall designate (x) the date (which shall be a Business Day) of such termination or reduction, (y) whether the termination or reduction applies to the Revolving Loan Commitments, the Delayed Draw Term Loan Commitments or the Additional Delayed Draw Term Loan Commitments and (z) the amount of any partial reductionsuch reduction or termination. Notice of such reduction or termination having been given as aforesaid, and such termination or reduction of the Revolving Loan specified Commitments shall be effective on the date specified in Company's the Borrower’s notice and shall reduce the Revolving Loan specified Commitment of each Lender proportionately to by its Pro Rata Share of such reductionthereof. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Loan Commitment of such Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed amounts) and (2) the consents required by subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (a) Company may, upon not less ----------------------------------- than three one Business Days' Day prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile facsimile, telegram, telex or telephone to each Lender), , (a) at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitments in an amount up to the amount by which the Revolving Loan Commitments exceed exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction after giving effect to any payments or prepayments made on the date of such termination or reduction; provided that any such partial -------- reduction of the Revolving Loan Commitments shall be in an aggregate minimum amount of $2,000,000 250,000 and integral multiples of $500,000 250,000 in excess of that amount. Company's notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Loan Commitments shall be effective on the date specified in Company's notice and shall reduce the Revolving Loan Commitment of each Lender proportionately to its Pro Rata Share Share; and provided, further, that if the reduction in Revolving -------- ------- Loan Commitments will be accompanied by a repayment of any Eurodollar Rate Loans pursuant to subsection 2.4B(iii)(b), then Company shall have given three Business Days' prior written notice to Agent; and (b) at any time and from time to time after each Additional Credit Closing Date, terminate in whole or permanently reduce in part, without premium or penalty, any Additional Credit Commitments in an amount up to the amount by which the Additional Credit Commitments exceeds the aggregate amount of Additional Credit Loans outstanding at the time of such proposed termination or reduction after giving effect to any payments or prepayments made on the date of such termination or reduction; provided that any such partial reduction of the Additional -------- Credit Commitments shall be in an aggregate minimum amount of $250,000 and integral multiples of $250,000 in excess of that amount. Company's notice to Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction and the Additional Credit Commitment(s) which are to be so terminated or reduced, and such termination or reduction of the Additional Credit Commitments shall be effective on the date specified in Company's notice and shall reduce such Additional Credit Commitment of each Additional Credit Lender proportionately to its Pro Rata Share; and provided, further, that if the reduction in Additional -------- ------- Credit Commitments will be accompanied by a repayment of any Eurodollar Rate Loans pursuant to subsection 2.4B(iii)(b), then Company shall have given three Business Days' prior written notice to Agent. (bc) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Loan Commitment and Additional Credit Commitments of such Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 and Schedule A to any applicable Additional Credit ------------ Facility Supplement shall be deemed modified to reflect such changed amounts) and (2) the consents required by subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "``Lender" '' for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.5, 3.6, 10.2 5.12, 10.3 and 10.310.4), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (a) Company Borrower may, upon not less than three Business Days' ’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written who shall promptly notify each Revolving Lender or telephonic notice Administrative Agent will promptly transmit by telefacsimile LC Facility Lender or telephone to each Synthetic Letter of Credit Lender, as the case may be, of such notice), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, (a) the Revolving Loan Commitments in an amount up to the amount by which the Revolving Loan Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitments shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount, (b) the LC Facility Commitments in an amount up to the amount by which the LC Facility Commitments exceed the Total Utilization of LC Facility Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the LC Facility Commitments shall be in an aggregate minimum amount of $2,500,000 and multiples of $500,000 in excess of that amount, and (c) the Synthetic Letter of Credit Commitments in an amount up to the amount by which the Synthetic Letter of Credit Commitments exceed the Total Utilization of Synthetic Letter of Credit Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Synthetic Letter of Credit Commitments shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. 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 Revolving Loan Commitments or LC Facility Commitment or Synthetic Letter of Credit Commitments, as the case may be, shall be effective on the date specified in Company's Borrower’s notice and shall reduce the Revolving Loan Commitment, LC Facility Commitment or Synthetic Letter of Credit Commitment, as the case may be, of each Revolving Lender, LC Facility Lender or Synthetic Letter of Credit Lender, respectively, proportionately to its Pro Rata Share of Share. Any such reduction. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each voluntary reduction of the Lenders), to terminate the entire Revolving Loan Commitments or LC Facility Commitment or Synthetic Letter of such LenderCredit Commitments, so long as (1) all Loansthe case may be, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed amounts) and (2) the consents required by applied as specified in subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.32.4B(iv), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (a) Company may, upon not less than three Business Days' prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender)Borrowers shall have the right, at any time and from time to time time, to terminate in whole or permanently reduce in part, without premium or penalty, (i) the Revolving Loan Commitments in an amount up to the amount by which the Revolving Loan Commitments exceed the Total Utilization of Revolving Loan Commitments, (ii) the Tranche B Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitments shall be in an amount up to the amount by which the Tranche B Commitments exceed the aggregate minimum principal amount of $2,000,000 Tranche B Acquisition Term Loans then outstanding and integral multiples (iii) the Tranche D Commitments in an amount up to the amount by which the Tranche D Commitments exceed the aggregate principal amount of $500,000 in excess of that amountTranche D Acquisition Term Loans then outstanding. Company's Borrowers shall give not less than five Business Days' prior written notice to Administrative Agent shall designate designating the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and . Promptly after receipt of a notice of such termination or partial reduction, Administrative Agent shall notify each Lender of the proposed termination or reduction. Such termination or partial reduction of the Revolving Loan Commitments or Tranche B Commitments or Tranche D Commitments, as the case may be, shall be effective on the date specified in Company's on Borrowers' notice and shall reduce the Revolving Loan Commitment Commitments or Tranche B Commitments or Tranche C Commitments or Tranche D Commitments, as the case may be, of each Lender proportionately to its Pro Rata Share of Share. Any such reduction. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each partial reduction of the Lenders), to terminate the entire Revolving Loan Commitment of such Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 Commitments or Tranche B Commitments or Tranche D Commitments shall be deemed modified to reflect such changed amounts) and (2) the consents required by subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtainedan aggregate minimum amount of $5,000,000, and at such time, such Lender shall no longer constitute a "Lender" for purposes integral multiples of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), which shall survive as to such Lender$1,000,000 in excess of that amount.

Voluntary Reductions of Commitments. (a) Company Borrowers may, upon not less than three one Business Days' Day's prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, (a) the Revolving Loan Tranche A Commitments in an amount up to the amount by which the Revolving Loan Tranche A Commitments exceed the Total Utilization of Revolving Loan Tranche A Commitments at the time of such proposed termination or reduction or (b) the Tranche B Commitments in an amount up to the amount by which the Tranche B Commitments exceed the Total Utilization of Tranche B Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of either the Revolving Loan Tranche A Commitments or the Tranche B Commitments shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount; and provided further, however, that no such partial reduction of the Tranche B Commitments shall be permitted prior to entry of the Final Borrowing Order and the deemed issuance of the Tranche B Letters of Credit. Company's Borrowers' notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of any of the Revolving Loan Commitments shall be effective on the date specified in Company's notice and shall reduce the Revolving Loan particular type of Commitment of each Lender proportionately to its Pro Rata Share of Share. No such reduction. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each voluntary reduction of the Lenders), to terminate the entire Revolving Loan Commitment of Commitments shall be permitted if such Lender, so long as reduction would result in (1) the Tranche A Commitments being less than the sum of (x) the Tranche A Letter of Credit Sublimit then in effect plus (y) the Tranche A Loss Sharing Sublimit plus (z) the aggregate principal amount of all Loansoutstanding Tranche A Loans (other than Tranche A Loss Sharing Loans and Tranche A Loans made to reimburse a drawing under a Tranche A Letter of Credit under subsection 3.3), together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed amounts) and or (2) the consents required by subsection 10.6B Tranche B Commitments being less than the sum of (x) the Tranche B Letter of Credit Usage then in connection with effect plus (y) the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes aggregate principal amount of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), which shall survive as to such Lenderall outstanding Tranche B Loans.

Voluntary Reductions of Commitments. (a) Company Borrower may, upon not less than three Business Days' ’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written who shall promptly notify each Revolving Lender or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Synthetic Letter of Credit Lender, as the case may be, of such notice), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, (a) the Revolving Loan Commitments in an amount up to the amount by which the Revolving Loan Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitments shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount, and (b) the Synthetic Letter of Credit Commitments in an amount up to the amount by which the Synthetic Letter of Credit Commitments exceed the Total Utilization of Synthetic Letter of Credit Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Synthetic Letter of Credit Commitments shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. 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 Revolving Loan Commitments or Synthetic Letter of Credit Commitments, as the case may be, shall be effective on the date specified in Company's Borrower’s notice and shall reduce the Revolving Loan Commitment or Synthetic Letter of Credit Commitment, as the case may be, of each Revolving Lender or Synthetic Letter of Credit Lender, respectively, proportionately to its Pro Rata Share of Share. Any such reduction. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each voluntary reduction of the Lenders), to terminate the entire Revolving Loan Commitment Commitments or Synthetic Letter of such LenderCredit Commitments, so long as (1) all Loansthe case may be, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed amounts) and (2) the consents required by applied as specified in subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.32.4B(iv), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (a) Company Borrower may, upon not less than three Business Days' prior written or telephonic notice confirmed in writing to Administrative Agent (which original written who shall promptly notify each Revolving Lender or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each LC Facility Lender, as the case may be, of such notice), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, (a) the Revolving Loan Commitments in an amount up to the amount by which the Revolving Loan Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitments shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount and (b) the LC Facility Commitments in an amount up to the amount by which the LC Facility Commitments exceed the Total Utilization of LC Facility Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the LC Facility Commitments shall be in an aggregate minimum amount of $2,500,000 and multiples of $500,000 in excess of that amount. 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 Loan Commitments or LC Facility Commitment, as the case may be, shall be effective on the date specified in CompanyBorrower's notice and shall reduce the Revolving Loan Commitment or LC Facility Commitment, as the case may be, of each Revolving Lender or LC Facility Lender, respectively, proportionately to its Pro Rata Share of Share. Any such reduction. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each voluntary reduction of the Lenders), to terminate the entire Revolving Loan Commitment of such LenderCommitments or LC Facility Commitment, so long as (1) all Loansthe case may be, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed amounts) and (2) the consents required by applied as specified in subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.32.4B(iv), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (a) Company Any Borrower may, upon not less than three Business Days' ’ prior written or telephonic notice confirmed in writing given to the Administrative Agent by 12:00 Noon (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender)New York City time) on the date required, at any time and from time to time time, without premium or penalty, terminate in whole or permanently reduce in partpart the Commitments; provided that (a) no Borrower may terminate or reduce the Term Loan Commitments to an amount less than the Total Utilization of Term Loan Commitments, without premium (b) no Borrower may terminate or penalty, reduce the Revolving Loan Commitments in to an amount up to the amount by which the Revolving Loan Commitments exceed less than the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that Commitments, (c) any such partial reduction of the Revolving Loan Commitments shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 200,000 in excess of that amountamount and (d) no Borrower may terminate or reduce the Term Loan Commitments or the Revolving Loan Commitments if such termination or reduction could reasonably be expected to have a Material Adverse Effect. Company's The applicable Borrower’s notice to the Administrative Agent shall designate (i) the date (which shall be a Business Day) of such termination or reduction, (ii) whether the termination or reduction applies to Revolving Loan Commitments or Term Loan Commitments and (iii) the amount of any partial reductionsuch reduction or termination. Notice of such reduction or termination having been given as aforesaid, and such termination or reduction of the Revolving Loan specified Commitments shall be effective on the date specified in Company's the applicable Borrower’s notice and shall reduce the Revolving Loan specified Commitment of each Lender proportionately to by its Pro Rata Share of such reductionthereof. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Loan Commitment of such Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed amounts) and (2) the consents required by subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), which shall survive as to such Lender.

Voluntary Reductions of Commitments. The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Revolving Commitments (afor which purpose use of the Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Swingline Loans) Company may, upon not less than three Business Days' prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender), the Term Loan Commitments at any time and from time to time terminate in whole without penalty or permanently reduce in part, without premium or penalty, the Revolving Loan Commitments in an amount up upon not less than 3 Business Days prior written notice to the amount by which the Revolving Loan Commitments exceed the Total Utilization Administrative Agent of Revolving Loan Commitments at the time of each such proposed termination or reduction; provided that , which notice shall specify the Class of Commitments subject to such termination or reduction, the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Revolving Loan Commitments shall not be in an aggregate minimum amount of less than $2,000,000 10,000,000 and integral multiples of $500,000 5,000,000 in excess of that amount. Company's notice amount in the aggregate) and shall be irrevocable once given and effective only upon receipt by the Administrative Agent (“Prepayment Notice”); provided, however, that such Prepayment Notice may be revoked or modified in connection with a requested termination of the aggregate amount of all Commitments that is contingent on the consummation of a refinancing, change of control event or other capital transaction that does not close on the originally anticipated closing date.. Promptly after receipt of a Prepayment Notice with respect to a Class of Commitments, the Administrative Agent shall designate notify each Lender of such Class of the proposed termination or reduction. Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated, except in accordance with Section 2.16. If the Commitments of a Class are terminated or reduced to zero, the Borrower shall pay all fees on the Commitments so reduced or terminated that have accrued to the date (which shall be a Business Day) of such reduction or termination or reduction and to the amount of any partial reduction, and such termination or reduction Administrative Agent for the account of the Revolving Loan Commitments shall be effective on the date specified in Company's notice and shall reduce the Revolving Loan Commitment of each Lender proportionately to its Pro Rata Share of such reduction. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each Lenders of the Lenders), to terminate the entire Revolving Loan Commitment of such Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaidapplicable Class, including without limitation amounts owing but not limited to such any applicable compensation due to any Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently in accordance with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed amounts) and (2) the consents required by subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), which shall survive as to such LenderSection 4.4.

Voluntary Reductions of Commitments. (a) Company Borrowers may, upon not less than three Business Days' prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, (a) the Series A Revolving Loan Commitments in an amount up to the amount by which the Series A Revolving Loan Commitments exceed the Total Utilization of Series A Revolving Loan Commitments at the time of such proposed termination or reduction, (b) the Series B Term Loan Commitments in an amount up to the amount by which the Series B Term Loan Commitments exceed the Series B Term Loans outstanding at the time of such proposed termination or reduction or (c) the Incremental Facility Commitments in an amount up to the amount by which the Incremental Facility Commitments exceed the aggregate principal amount of all outstanding Incremental Loans at the time of such proposed termination or reduction; provided that any such partial reduction of the Series A Revolving Loan Commitments, Series B Term Loan Commitments or Incremental Facility Commitments shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. 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 Series A Revolving Loan Commitments, Series B Term Loan Commitments or Incremental Facility Commitments shall be effective on the date specified in CompanyBorrower's notice and shall reduce the Series A Revolving Loan Commitments, Series B Term Loan Commitment or Incremental Facility Commitment of each Lender proportionately to its Pro Rata Share of Share. Any such reduction. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each voluntary reduction of the Lenders), to terminate the entire Series A Revolving Loan Commitment of such LenderCommitments, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 Series B Term Loan Commitments or Incremental Facility Commitments shall be deemed modified to reflect such changed amounts) and (2) the consents required by applied as specified in subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.32.4B(iv), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (ai) Company may, upon not less than three Business Days' prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender)shall have the right, at any time and from time to time time, to terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitments in an amount up to the amount by which the Revolving Loan Commitments exceed the then Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitments . Company shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Company's give not less than three Business Days' prior written notice to Administrative Agent shall designate designating the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and . Promptly after receipt of a notice of such termination or partial reduction, Administrative Agent shall notify each Lender of the proposed termination or reduction. Such termination or partial reduction of the Revolving Loan Commitments shall be effective on the date specified in Company's notice and shall reduce the Revolving Loan Commitment of each Lender proportionately to its Pro Rata Share Share. Any such partial reduction of such reductionthe Commitments shall be in an aggregate minimum amount of $5,000,000, and integral multiples of $1,000,000 in excess of that amount. (bii) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B9.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Loan Commitment of such Lender, non-consenting Lender so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such non-consenting Lender pursuant to subsection 2.6D2.6E, pursuant to subsection 2.4B(i)(b2.4A(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 2.1A shall be deemed modified to reflect such changed amounts) ), and (2) the consents required by subsection 10.6B 9.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b2.4A(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D2.6E, 2.6H, 2.7, 3.62.8, 10.2 2.9G, 2.9H, 4.13, 9.2 and 10.39.3), which shall survive as to such Lender.

Voluntary Reductions of Commitments. The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Revolving Commitments (afor which purpose use of the Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Bid Rate Loans and Swingline Loans) Company may, upon not less than three Business Days' prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender), the Term Loan Commitments at any time and from time to time terminate in whole without penalty or permanently reduce in part, without premium or penalty, the Revolving Loan Commitments in an amount up upon not less than three (3) Business Days prior written notice to the amount by which the Revolving Loan Commitments exceed the Total Utilization Administrative Agent of Revolving Loan Commitments at the time of each such proposed termination or reduction; provided that , which notice shall specify the Class of Commitments subject to such termination or reduction, the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Revolving Loan Commitments shall not be in an aggregate minimum amount of less than $2,000,000 10,000,000 and integral multiples of $500,000 5,000,000 in excess of that amountamount in the aggregate) and shall be irrevocable once given and effective only upon receipt by the Administrative Agent (“Prepayment Notice”); provided, however, that such Prepayment Notice may be revoked or modified in connection with a requested termination of the aggregate amount of all Commitments that is contingent on the consummation of a refinancing, change of control event or other capital transaction that does not close on the originally anticipated closing date. Company's notice Promptly after receipt of a Prepayment Notice with respect to a Class of Commitments, the Administrative Agent shall designate notify each Lender of such Class of the proposed termination or reduction. Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated, except in accordance with Section 2.17. If the Commitments of a Class are terminated or reduced to zero, the Borrower shall pay all fees on the Commitments so reduced or terminated that have accrued to the date (which shall be a Business Day) of such reduction or termination or reduction and to the amount of any partial reduction, and such termination or reduction Administrative Agent for the account of the Revolving Loan Commitments shall be effective on the date specified in Company's notice and shall reduce the Revolving Loan Commitment of each Lender proportionately to its Pro Rata Share of such reduction. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each Lenders of the Lenders), to terminate the entire Revolving Loan Commitment of such Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaidapplicable Class, including without limitation amounts owing but not limited to such any applicable compensation due to any Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently in accordance with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed amounts) and (2) the consents required by subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), which shall survive as to such LenderSection 4.4.

Voluntary Reductions of Commitments. (a) Company Any Borrower may, ----------------------------------- upon not less than three Business Days' prior written or telephonic notice confirmed in writing given to the Administrative Agent by 12:00 Noon (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender)New York City time) on the date required, at any time and from time to time time, without premium or penalty, terminate in whole or permanently reduce in partpart the Commitments; provided that (a) no Borrower may terminate or reduce the Term Loan Commitments to an amount less than the Total Utilization of Term Loan Commitments, without premium (b) no Borrower may terminate or penalty, reduce the Revolving Loan Commitments in to an amount up to the amount by which the Revolving Loan Commitments exceed less than the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that Commitments, (c) any such partial reduction of the Revolving Loan Commitments shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 200,000 in excess of that amountamount and (d) no Borrower may terminate or reduce the Term Loan Commitments or the Revolving Loan Commitments if such termination or reduction could reasonably be expected to have a Material Adverse Effect. CompanyThe applicable Borrower's notice to the Administrative Agent shall designate (i) the date (which shall be a Business Day) of such termination or reduction, (ii) whether the termination or reduction applies to Revolving Loan Commitments or Term Loan Commitments and (iii) the amount of any partial reductionsuch reduction or termination. Notice of such reduction or termination having been given as aforesaid, and such termination or reduction of the Revolving Loan specified Commitments shall be effective on the date specified in Companythe applicable Borrower's notice and shall reduce the Revolving Loan specified Commitment of each Lender proportionately to by its Pro Rata Share of such reductionthereof. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Loan Commitment of such Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed amounts) and (2) the consents required by subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (a) Company may, upon not less than three Business Days' prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitments in an amount up to the amount by which the Revolving Loan Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitments shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Company's notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Loan Commitments shall be effective on the date specified in Company's notice and shall reduce the Revolving Loan Commitment of each Lender proportionately to its Pro Rata Share of such reduction. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Loan Commitment of such Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed amounts) and (2) the consents required by subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), which shall survive as to such Lender.

Voluntary Reductions of Commitments. (a) Company may, upon not less than three Business Days' ’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original Agent, or upon such lesser number of days’ prior written or telephonic notice notice, as determined by Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender)in its sole discretion, at any time and from time to time time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitments Commitment Amount in an amount up to the amount by which the Revolving Loan Commitments exceed Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitments Commitment Amount shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount. Company's notice to Administrative Agent The Notice of Prepayment 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 Loan Commitments shall be effective on the date specified in Company's ’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share Share. Administrative Agent will promptly notify each Revolving Lender of such reduction. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each notice. Any such voluntary reduction of the Lenders), to terminate the entire Revolving Loan Commitment of such Lender, so long Amount shall be applied as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.6D2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(i)(b2.4B(ii) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified irrevocable and Company shall be bound to reflect the termination or reduction of the Revolving Loan Commitments referenced in such changed amounts) and (2) the consents required by subsection 10.6B notice; provided that in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, termination of all commitments under this Agreement and at such time, such Lender shall no longer constitute a "Lender" for purposes the repayment in full of this Agreement, except with respect to indemnifications all Obligations under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), any related termination may be made conditional on the closing of the transaction from which shall survive as the funds required for such repayment are to such Lenderbe received.

Voluntary Reductions of Commitments. (a) Company may, upon not ----------------------------------- less than three Business Days' prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, (a) the Tranche A Revolving Loan Commitments in an amount up to the amount by which the Tranche A Revolving Loan Commitments exceed the Total Utilization of Tranche A Revolving Loan Commitments at the time of such proposed termination or reduction after giving effect to any payments or prepayments made on the date of such termination or reduction and (b) (1) from the Closing Date through and including the Tranche B Expiration Date, the Tranche B Revolving Loan Commitments in an amount up to the amount by which the Tranche B Revolving Loan Commitments exceed the sum of (A) the Total Utilization of Tranche B Revolving Loan Commitments at the time of such proposed termination or reduction after giving effect to any payments or prepayments made on the date of such termination or reduction plus (B) the ---- Offer Reserve at the time of such proposed termination or reduction and (2) after the Tranche B Expiration Date, the Tranche B Revolving Loan Commitments, if any, in an amount up to the amount by which the Tranche B Revolving Loan Commitments exceed the Total Utilization of Tranche B Revolving Loan Commitments at the time of such proposed termination or reduction after giving effect to any payments or prepayments made on the date of such termination or reduction; provided that any such partial -------- reduction of the Revolving Loan Commitments shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. 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 Tranche A Revolving Loan Commitments or the Tranche B Revolving Loan Commitments, as the case may be, shall be effective on the date specified in Company's notice and shall reduce the Tranche A Revolving Loan Commitment or the Tranche B Revolving Loan Commitment, as the case may be, of each Lender proportionately to its Pro Rata Share of such reductionShare. (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Loan Commitment of such Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect such changed amounts) and (2) the consents required by subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), which shall survive as to such Lender.