Common use of Voluntary Reductions Clause in Contracts

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than two (2) Business Days’ prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 or a whole multiple of $100,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that any such notice for the termination of the full Revolving Committed Amount may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect. Any reduction in the Revolving Committed Amount shall be applied to the Commitment of each Revolving Lender in accordance with its Revolving Commitment Percentage.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time subject to Section 2.15 but otherwise without premium or penalty upon not less than two five (25) Business Days’ prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that any such notice for the termination of the full Revolving Committed Amount may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus the aggregate principal amount of outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect. Any reduction in ; provided, further that such notice may be conditioned upon the Revolving Committed Amount effectiveness of other credit facilities or the consummation of a transaction, the proceeds of which shall be applied used to repay the Obligations in connection with any such termination, in which case such notice may be revoked by the Borrower (by notice to the Commitment of each Revolving Lender in accordance with its Revolving Commitment PercentageAdministrative Agent on or prior to the specified effective date) if such condition or conditions are not satisfied.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount and/or Delayed Draw Term Loan Committed Amount at any time or from time to time upon not less than two five (25) Business Days’ prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that any such notice for the termination of the full Revolving Committed Amount may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective datei) if such condition is not satisfied; provided, further that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect. Any effect and (ii) no such reduction in or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Delayed Draw Term Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Delayed Draw Term Loans would exceed the Delayed Draw Term Loan Committed Amount shall be applied to the Commitment of each Revolving Lender then in accordance with its Revolving Commitment Percentageeffect.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount and the Credit-Linked LOC Committed Amount at any time or from time to time upon not less than two five (25) Business Days’ prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that any such notice for the termination of the full Revolving Committed Amount may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective datei) if such condition is not satisfied; provided, further that no such reduction or termination of the Revolving Committed Amount shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding Revolving LOC Obligations would exceed the Revolving Committed Amount then in effect. Any effect and (ii) no such reduction in or termination of the Revolving Credit-Linked LOC Committed Amount shall be applied to permitted if after giving effect thereto, the Commitment of each Revolving Lender outstanding Credit-Linked LOC Obligations would exceed the Credit-Linked LOC Committed Amount then in accordance with its Revolving Commitment Percentageeffect or the Credit-Linked Deposits at such time.

Voluntary Reductions. The Borrower shall have the right to terminate Commitments may be terminated or permanently reduce reduced by the unused portion of the Revolving Committed Amount at any time Borrower in whole or from time to time in part upon not less than two one (21) Business Days’ Day's prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 or a whole multiple of $100,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that (i) after giving effect to any such notice for voluntary reduction, the termination aggregate principal amount of Loans plus LOC Obligations outstanding shall not exceed the full Aggregate Revolving Committed Amount may state that such notice is conditioned upon the effectiveness Amount, as reduced, and (ii) partial reductions shall be in minimum principal amounts of other financing arrangements$3,000,000, and in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedintegral multiples of $1,000,000 in excess thereof; providedprovided further, further that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the then outstanding aggregate principal amount of outstanding the Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations plus outstanding Competitive Loans would exceed the Aggregate Revolving Committed Amount then Amount; and provided further, that with respect to the portion of the Commitments comprising Additional Revolving Loans, only one such reduction shall be permitted to be made in effectany calendar year. Any reduction in Notwithstanding the foregoing to the contrary, so long as the Aggregate Revolving Committed Amount shall not have been previously reduced below $150,000,000 pursuant to this Section 2.9(a), then the portion of the Commitments comprising Additional Revolving Loans, if reduced in whole or in part pursuant to this Section 2.9(a), may be applied reinstated from time to time in the form of new Additional Revolving Loans to the Commitment of each Revolving Lender in accordance with its Revolving Commitment Percentageextent then permitted to be made under Section 2.5 hereof.

Voluntary Reductions. The Borrower shall have Borrowers may, upon notice to the right to Administrative Agent, terminate or permanently reduce reduce, in whole or in part, the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than two (2) Business Days’ prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the aggregate amount of any such reduction which shall be in a minimum amount of $500,000 or a whole multiple of $100,000 in excess thereof and shall be irrevocable and effective upon receipt USD Revolving Commitments and/or Euro Revolving Commitments hereunder by notice to the Administrative Agent; provided that (i) any such notice for thereof must be received by 11:00 a.m. at least three Business Days prior to the date of termination or reduction and any such prepayment shall be in a minimum principal amount of $5 million or €5 million, as appropriate, and integral multiples of $1 million or €1 million, as appropriate in excess thereof; (ii) the aggregate amount of the respective Revolving Commitments may not be reduced to an amount less than the Revolving Loan Obligations in respect thereof then outstanding, and (iii) if, after giving effect to any reduction of the aggregate amount of the applicable Revolving Commitments, the L/C Sublimit or the Swingline Sublimit shall exceed the aggregate amount of the Revolving Commitments in respect thereof, such sublimit shall be automatically reduced by the amount of the difference. The Administrative Agent will give prompt notice to the applicable Lenders of any such termination or reduction in the aggregate amount of such Revolving Commitments. Any reduction of the aggregate amount of USD Revolving Commitments and/or Euro Revolving Commitments shall be applied ratably to the applicable Revolving Commitments of the respective Lenders, as appropriate. All commitment or other fees accrued with respect thereto through the effective date of any termination of the full aggregate amount of USD Revolving Committed Amount may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further that no such reduction or termination Commitments and/or Euro Revolving Commitments shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made paid on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect. Any reduction in the Revolving Committed Amount shall be applied to the Commitment of each Revolving Lender in accordance with its Revolving Commitment Percentagesuch termination.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount and/or the Delayed Draw Term Loan Committed Amount at any time or from time to time upon not less than two (2) five Business Days’ prior written notice (or such shorter time as agreed to which notice may be made by the Administrative Agentfax) to the Administrative Agent (which shall notify the Revolving Lenders and/or the Delayed Draw Term Loan Lenders, as applicable, thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; , provided that any such notice for the termination of the full Revolving Committed Amount may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, (i) with respect to termination or reduction of the Revolving Committed Amount, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect. Any or (ii) with respect to termination or reduction in of the Revolving Delayed Draw Term Loan Committed Amount shall be applied to Amount, the Commitment sum of each Revolving Lender in accordance with its Revolving Commitment Percentageoutstanding Delayed Draw Term Loans would exceed the Delayed Draw Term Loan Committed Amount.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the aggregate unused portion amount of the Revolving Committed Amount Commitments at any time or and from time to time without penalty or premium upon not less than two five (25) Business Days’ Days prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Commitments shall be in a minimum the amount of $500,000 10,000,000 or a whole higher integral multiple of $100,000 in excess thereof 5,000,000) and shall be irrevocable and effective only upon receipt by the Administrative AgentAgent (“Commitment Reduction Notice”); provided that any if such notice for reduction or termination is being made in connection with the closing of another transaction, then it may be made conditional on the closing of such other transaction. Promptly after receipt of a Commitment Reduction Notice, the Administrative Agent shall notify each Lender of the proposed termination or Commitment reduction. The Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated (except pursuant to Section 2.12). The Borrower shall pay all interest and fees on the Loans accrued to the date of such reduction or termination of the full Revolving Committed Amount Commitments to the Administrative Agent for the account of the Lenders, including any applicable compensation due to each Lender in accordance with Section 5.4. Each notice delivered by the Borrower pursuant to this Section 2.9(b) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangementscredit facilities or indentures, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect. Any reduction in the Revolving Committed Amount shall be applied to the Commitment of each Revolving Lender in accordance with its Revolving Commitment Percentage.

Voluntary Reductions. (A) The Borrower shall have the right may from time to terminate or time permanently reduce the unused portion of or terminate the Revolving Committed Amount at any time in whole or from time to time upon not less than two in part (2) Business Days’ prior written notice (in minimum aggregate amounts of $2,500,000 or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount integral multiples of $500,000 or a whole multiple of $100,000 in excess thereof and shall be irrevocable and effective upon receipt by (or, if less, the Administrative Agent; provided that any such notice for the termination full remaining amount of the full then applicable Revolving Committed Amount may state that such notice is conditioned Amount)) upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by five Business Days' prior written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent; providedPROVIDED, further that HOWEVER, no such termination or reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of which would cause the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding PLUS LOC Obligations would outstanding to exceed the Revolving Committed Amount then in effect. Any reduction in Amount, unless, concurrently with such termination or reduction, the Revolving Loans are repaid to the extent necessary to eliminate such excess. The Agent shall promptly notify each affected Lender of receipt by the Agent of any notice from the Borrower pursuant to this Section 3.4(a)(i). (B) The Borrower may from time to time permanently reduce or terminate the Acquisition Loan Committed Amount in whole or in part (in minimum aggregate amounts of $2,500,000 or in integral multiples of $500,000 in excess thereof (or, if less, the full remaining amount of the then applicable Acquisition Loan Committed Amount)) upon five Business Days' prior written notice to the Agent; PROVIDED, HOWEVER, no such termination or reduction shall be applied made which would cause the aggregate principal amount of outstanding Acquisition Loans to exceed the Acquisition Loan Committed Amount, unless, concurrently with such termination or reduction, the Acquisition Loans are repaid to the Commitment extent necessary to eliminate such excess. The Agent shall promptly notify each affected Lender of each Revolving Lender in accordance with its Revolving Commitment Percentagereceipt by the Agent of any notice from the Borrower pursuant to this Section 3.4(a)(ii).

Voluntary Reductions. (A) The Borrower shall have the right may from time to terminate or time permanently reduce the unused portion of or terminate the Revolving Committed Amount at any time in whole or from time to time upon not less than two in part (2) Business Days’ prior written notice (in minimum aggregate amounts of $2,500,000 or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount integral multiples of $500,000 or a whole multiple of $100,000 in excess thereof and shall be irrevocable and effective upon receipt by (or, if less, the Administrative Agent; provided that any such notice for the termination full remaining amount of the full then applicable Revolving Committed Amount may state that such notice is conditioned Amount)) upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by five Business Days' prior written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent; provided, further that however, no such termination or reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of which would cause the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would outstanding to exceed the Revolving Committed Amount then in effect. Any reduction in Amount, unless, concurrently with such termination or reduction, the Revolving Loans are repaid to the extent necessary to eliminate such excess. The Agent shall promptly notify each affected Lender of receipt by the Agent of any notice from the Borrower pursuant to this Section 3.4(i). (B) The Borrower may from time to time permanently reduce or terminate the Acquisition Loan Committed Amount in whole or in part (in minimum aggregate amounts of $2,500,000 or in integral multiples of $500,000 in excess thereof (or, if less, the full remaining amount of the then applicable Acquisition Loan Committed Amount)) upon five Business Days' prior written notice to the Agent; provided, however, no such termination or reduction shall be applied made which would cause the aggregate principal amount of outstanding Acquisition Loans to exceed the Acquisition Loan Committed Amount, unless, concurrently with such termination or reduction, the Acquisition Loans are repaid to the Commitment extent necessary to eliminate such excess. The Agent shall promptly notify each affected Lender of each Revolving Lender in accordance with its Revolving Commitment Percentagereceipt by the Agent of any notice from the Borrower pursuant to this Section 3.4(ii).

Voluntary Reductions. The Borrower Borrowers shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount Commitments or Initial Term Loan Commitments at any time or from time to time upon not less than two five (25) Business Days’ prior written notice (or such shorter time as agreed to by the Administrative Agent) Lead Borrower to the Administrative Agent (which shall notify the applicable Lenders thereof as soon as practicablethereof) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that any such (i) a notice for the of termination or reduction of the full Revolving Committed Amount Commitments or Initial Term Loan Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangementscredit facilities or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Lead Borrower (by written notice to the Administrative Agent on or prior to the specified effective datedate of termination or reduction) if such condition is not satisfied; provided, further that satisfied and (ii) no such reduction or termination of the Revolving Commitments shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum Credit Exposure of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations any Lender would exceed the such ▇▇▇▇▇▇’s Revolving Committed Amount then in effectCommitment. Any reduction in the Revolving Committed Amount Commitments of any Class shall be applied to the Commitment of each Revolving Lender of such Class in accordance with to its Revolving Commitment Applicable Percentage.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount and the Credit-Linked LOC Committed Amount at any time or from time to time upon not less than two five (25) Business Days’ ' prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that any such notice for the termination of the full Revolving Committed Amount may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective datei) if such condition is not satisfied; provided, further that no such reduction or termination of the Revolving Committed Amount shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding Revolving LOC Obligations would exceed the Revolving Committed Amount then in effect. Any effect and (ii) no such reduction in or termination of the Revolving Credit-Linked LOC Committed Amount shall be applied to permitted if after giving effect thereto, the Commitment of each Revolving Lender outstanding Credit-Linked LOC Obligations would exceed the Credit-Linked LOC Committed Amount then in accordance with its Revolving Commitment Percentageeffect or the Credit-Linked Deposits at such time.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than two five (25) Business Days’ prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 10,000,000 or a whole multiple of $100,000 5,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that any such notice for the termination of the full Revolving Committed Amount may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective datei) if such condition is not satisfied; provided, further that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect. Any reduction in the Revolving Committed Amount effect and (ii) such voluntary reductions or terminations shall be applied pro rata to each of the Commitment of each Revolving Lenders; provided that if a Lender in accordance is a Lender with its a Non-Extending Revolving Commitment Percentageand an Extended Revolving Commitment, such voluntary reductions or terminations shall be applied first to such Lender’s Non-Extending Revolving Commitment and second to such Lender’s Extended Revolving Commitment.

Voluntary Reductions. The Borrower Borrowers shall have the right to terminate or permanently reduce the unused portion of the U.S. Revolving Committed Amount or the Multicurrency Revolving Committed Amount at any time or from time to time upon not less than two five (25) Business Days’ ' prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that any such notice for the termination of the full Revolving Committed Amount may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, (i) the sum of the aggregate principal amount of outstanding Aggregate U.S. Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations Exposure would exceed the Revolving Availability Amount or (ii) the aggregate principal outstanding Dollar Amount of Multicurrency Revolving Loans would exceed the aggregate Multicurrency Revolving Committed Amount then in effectAmount, as reduced. Any reduction in the Revolving Committed Amount shall be applied to the Commitment of each Revolving Lender in accordance with its Revolving Commitment Percentage.

Voluntary Reductions. The Each Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than two five (25) Business Days’ prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that any such notice for the termination of the full Revolving Committed Amount may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect; provided that a notice of termination of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any reduction in the Revolving Committed Amount shall be applied to the Commitment of each Revolving Lender in accordance with according to its Revolving Commitment Percentage.

Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the aggregate unused portion amount of the Revolving Committed Amount Commitments at any time or and from time to time without penalty or premium upon not less than two five (25) Business Days’ Days prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Commitments shall be in a minimum the amount of $500,000 10,000,000 or a whole higher integral multiple of $100,000 in excess thereof 5,000,000) and shall be irrevocable and effective only upon receipt by the Administrative AgentAgent (“Commitment Reduction Notice”); provided that any if such notice for reduction or termination is being made in connection with the closing of another transaction, then it may be made conditional on the - 38 - closing of such other transaction. Promptly after receipt of a Commitment Reduction Notice, the Administrative Agent shall notify each Lender of the proposed termination or Commitment reduction. The Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated (except pursuant to Section 2.12). The Borrower shall pay all interest and fees on the Loans accrued to the date of such reduction or termination of the full Revolving Committed Amount Commitments to the Administrative Agent for the account of the Lenders, including any applicable compensation due to each Lender in accordance with Section 5.4. Each notice delivered by the Borrower pursuant to this Section 2.9(b) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangementscredit facilities, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect. Any reduction in the Revolving Committed Amount shall be applied to the Commitment of each Revolving Lender in accordance with its Revolving Commitment Percentage.

Voluntary Reductions. The Following the Significant Capital Event, the Borrower shall have the right may from time to terminate or time permanently reduce the unused portion of or terminate the Revolving Committed Amount at any time and Total Committed Amount in whole or from time to time upon not less than two in part (2) Business Days’ prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount aggregate amounts of $500,000 10,000,000 or a whole multiple in integral multiples of $100,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by (or, if less, the Administrative Agent; provided that any such notice for the termination full remaining amount of the full then applicable Revolving Committed Amount may state that such notice is conditioned Amount)) upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by five Business Days' prior written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent; provided, further that however, no such termination or reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, which would cause (i) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would to exceed the Revolving Committed Amount then or the Borrowing Base Amount or (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate principal amount of the outstanding Bridge Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations to exceed the Total Committed Amount, unless (in effectboth cases), concurrently with such termination or reduction, the Revolving Loans are repaid to the extent necessary to eliminate such excess. The Agent shall promptly notify each affected Lender of receipt by the Agent of any notice from the Borrower pursuant to this Section 3.6(a). Any reduction in notices provided by the Revolving Committed Amount Borrower pursuant to this Section 3.6(a) shall be applied to irrevocable once given and shall be effective only upon receipt of the Commitment of each Revolving Lender in accordance with its Revolving Commitment Percentagesame by the Administrative Agent.

Voluntary Reductions. The Each Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than two five (25) Business Days’ ' prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that any such notice for the termination of the full Revolving Committed Amount may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect; provided that a notice of termination of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any reduction in the Revolving Committed Amount shall be applied to the Commitment of each Revolving Lender in accordance with according to its Revolving Commitment Percentage.

Voluntary Reductions. The Each Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than two five (25) Business Days’ prior written notice (or such shorter time as agreed to by the Administrative Agent) to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that any such notice for the termination of the full Revolving Committed Amount may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect; provided that a notice of termination of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from 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 Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any reduction in the Revolving Committed Amount shall be applied to the Commitment of each Revolving Lender in accordance with according to its Revolving Commitment Percentage.