Common use of Reduction of Commitments Clause in Contracts

Reduction of Commitments. (a) The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the applicable Maturity Date. (b) Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) any such reduction shall be in an amount that is an integral multiple of $1,000,000 and (ii) the Revolving Commitments shall not be terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Reduction of Commitments. (a) The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the applicable Maturity Date. (b) Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) any such reduction shall be in an amount that is an integral multiple of $1,000,000 and (ii) the Revolving Commitments shall not be terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (d) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Initial Term Loan Commitment shall terminate in its entirety on the Closing Date after the funding of all Initial Term Loans on such date. (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Incremental Term Loan Commitment pursuant to an Incremental Amendment (and the Incremental Term Loan Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Incremental Term Loan Borrowing Date for such Total Incremental Term Loan Commitment after the funding of all relevant Incremental Term Loans on such date. (f) Each reduction to the Total Initial Term Loan Commitment and the Total Incremental Term Loan Commitment under a given Tranche pursuant to this Section 4.02 as provided above (or pursuant to Section 5.02) shall be applied proportionately to reduce the Initial Term Loan Commitment or the Incremental Term Loan Commitment under such Tranche, as the case may be, of each Lender with such a Commitment.

Reduction of Commitments. The Parent shall have the right, upon at least three Business Days’ irrevocable notice to the Administrative Agent (a) The Revolving Commitmentsor such later time as may be reasonable acceptable to the Administrative Agent), to terminate in whole or reduce ratably in part the Swingline Commitment and the LC Commitment shall automatically terminate on the applicable Maturity Date. (b) Borrower may at any time terminate, or from time to time reduce, unused portion of the Revolving Commitments; provided that (i) any such each partial reduction shall be in an the aggregate amount that is an of $10,000,000 and in integral multiple multiples of $1,000,000 and (ii) in excess thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section shall not be terminated or reduced if permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any concurrent prepayment reduction of the Revolving Loans in accordance with Section 5.01Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Exposures would exceed Letter of Credit Sublimit, the Aggregate Commitments. (c) Borrower Swingline Sublimit or both, as the case may be, shall notify be automatically reduced by the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least three Business Days prior to the effective date amount of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitmentsexcess.

Reduction of Commitments. The Borrower shall have the right, upon at least three (a3) The Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the Unused Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the applicable Maturity Date. (b) Borrower may at any time terminate, or from time to time reduce, the Revolving Credit Commitments; provided that (i) any such each partial reduction shall be in an the minimum aggregate amount that is of $10,000,000 and in an integral multiple of $1,000,000 and (ii) the Revolving Commitments shall not be terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least three Business Days prior to the effective date of 5,000,000; provided further that no such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent reduction shall advise the Lenders of the contents thereof. Each notice delivered by Borrower be made pursuant to this Section 4.02(c2.05, unless after giving effect thereto, the Revolving Credit Facility equals or exceeds the aggregate Letter of Credit Commitments of the Issuing Banks. The Borrower shall have the right, upon at least three (3) Business Days’ notice to the Agent and an Issuing Bank to terminate in whole or reduce the Letter of Credit Commitment of such Issuing Bank; provided that each partial reduction shall be irrevocable except that, to in the extent delivered minimum amount of $10,000,000 and in connection with a refinancing an integral multiple of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated $5,000,000; provided further that no termination or reduction of the Aggregate Letter of Credit Commitment of any Issuing Bank shall be made pursuant to this Section 2.05, unless after giving effect thereto, the Letter of Credit Commitment of such Issuing Bank equals or exceeds the sum of the Available Amount of all outstanding Letters of Credit issued by such Issuing Bank plus the principal amount of all outstanding Letter of Credit Advances relating to any Letter of Credit issued by such Issuing Bank plus cash collateral deposited with such Issuing Bank with respect to any Exercising Bank or Non-Extending Bank. A notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any of the Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Reduction of Commitments. (a) The Revolving Commitments, the Swingline Commitment and the LC Credit Commitment shall automatically terminate reduce: (i) to the amount of the aggregate outstanding principal amount of the Revolving Credit Loans on the applicable Maturity Availability Termination Date, and after such date by the amount of each payment made pursuant to Section 2.06, and (ii) by the amount of each payment required pursuant to Section 2.05(c) or (d). (b) Borrower may The Company shall have the right at any time terminateto terminate in whole this Agreement, or from time to time reducetime, irrevocably to reduce in part the amount of the Revolving Credit Commitment, in each case without penalty or premium, upon at least 15 days' prior written notice to the Agent. Such notice shall be irrevocable on the part of the Company and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the Revolving Commitments; provided that (i) any such reduction amount thereof shall be in an amount that is of Two Million Five Hundred Thousand Dollars ($2,500,000) or an integral multiple thereof. Upon any such reduction, the Company shall simultaneously prepay any outstanding Revolving Credit Loans to the extent necessary so that the aggregate outstanding principal amount of $1,000,000 and (ii) the Revolving Commitments shall Credit Loans does not be terminated or reduced if exceed the amount of the Revolving Credit Commitment after giving effect to any concurrent partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Agent's exercise of remedies under Section 7.01. In the event the Company exercises its rights under this paragraph to prepay the Revolving Credit Loans and terminate this Agreement, the Company agrees that such prepayment shall be accompanied by the payment by the Company of all accrued and unpaid interest and all fees and other remaining Obligations. The amount of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall Credit Commitment may not be irrevocable until such refinancing reinstated if it is closed and funded. Any effectuated termination reduced or reduction of if this Agreement is terminated by the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving CommitmentsCompany.

Reduction of Commitments. (a) The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the applicable Maturity Date. (b) Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) any such reduction shall be in an amount that is an integral multiple of $1,000,000 and 1,000,000, (ii) the Revolving Commitments shall not be terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, (x) the Aggregate Exposures 2024 Revolving Loan Exposure would exceed the aggregate amount of the 2024 Revolving Commitments or (y) the Aggregate Initial Revolving Loan Exposure would exceed the aggregate amount of the Closing Date Revolving Commitments. (c) Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments; provided that the Borrower may, at any time, terminate the Closing Date Revolving Commitments on a non-pro rata basis with the other Revolving Commitments so long as all the Closing Date Revolving Commitments are being terminated. (d) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Initial Term Loan Commitment shall terminate in its entirety on the Closing Date after the funding of all Initial Term Loans on such date. (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total 2024 Term Loan Commitment shall terminate in its entirety on the Amendment No. 5 Effective Date after the funding of all 2024 Term Loans on such date. (f) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total 2025 Term Loan Commitment shall terminate in its entirety on the Amendment No. 6 Effective Date after the funding of all 2025 Term Loans on such date. (g) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Incremental Term Loan Commitment pursuant to an Incremental Amendment (and the Incremental Term Loan Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Incremental Term Loan Borrowing Date for such Total Incremental Term Loan Commitment after the funding of all relevant Incremental Term Loans on such date.

Reduction of Commitments. (a) The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the applicable Maturity Date. (b) Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) any such reduction shall be in an amount that is an integral multiple of $1,000,000 and and1,000,000 (ii) the Revolving Commitments shall not be terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, (x) the Aggregate Exposures would exceed the Aggregate2024 Revolving Loan Exposure would exceed the aggregate amount of the 2024 Revolving Commitments or (y) the Aggregate Initial Revolving Loan Exposure would exceed the aggregate amount of the Closing Date Revolving Commitments. (c) Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments; provided that the Borrower may, at any time, terminate the Closing Date Revolving Commitments on a non-pro rata basis with the other Revolving Commitments so long as all the Closing Date Revolving Commitments are being terminated.

Reduction of Commitments. (a) The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the applicable Maturity Date. (b) Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) any such each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and (ii) the Revolving Commitments Borrower shall not be terminated terminate or reduced reduce the Commitments if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures Total Outstanding Principal would exceed the Aggregate CommitmentsCommitments thereafter in effect. (cb) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (bSection 2.04(a) of this Section 4.02 at least three five Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except thatirrevocable; 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 credit facilities, in which case such notice may be revoked by the Borrower (by notice to the extent delivered in connection with a refinancing of Administrative Agent on or prior to the Obligations, specified effective date) if such notice shall condition is not be irrevocable until such refinancing is closed and fundedsatisfied. Any effectuated termination or reduction of the Commitments shall be permanent. (c) Concurrently with any reduction in the LC Amount as set forth on Schedule 1.01.2, the Aggregate Commitments shall be permanent. automatically reduced by an equal amount. (d) Each reduction of the Aggregate Commitments pursuant to this Section 2.04 shall be made ratably among the Lenders in accordance with their respective Revolving CommitmentsCommitments immediately preceding such reduction.

Reduction of Commitments. (a) The Revolving CommitmentsUnless previously terminated by the Administrative Agent or Borrower in accordance with this Agreement, the Swingline Commitment and the LC Commitment Commitments shall automatically terminate on the applicable Maturity Date. (b) The Borrower may at any time terminate, or only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reducereduce the Commitments, the Revolving Commitments; provided that (i) any such each reduction in the Commitments shall be in an amount that is at least $10,000,000 and an integral multiple of $1,000,000 500,000, and (ii) the Revolving total Commitments may not be reduced to less than $20,000,000 unless the Commitments are reduced to zero and terminated. The Borrower shall not be terminated or reduced if reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.012.09(b), the Aggregate total Revolving Credit Exposures would exceed the Aggregate CommitmentsMaximum Loan Available Amount as reduced. (c) After any reduction in the Commitments, the Borrower’s option to increase the Commitments provided in Section 2.04 shall terminate. The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (bSection 2.05(b) of this Section 4.02 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and fundedirrevocable. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of in the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to Administrative Agent as set forth above.

Reduction of Commitments. (a) The Revolving CommitmentsUnless previously terminated by the Administrative Agent or Borrower in accordance with this Agreement, the Swingline Commitment and the LC Commitment Commitments shall automatically terminate on the applicable Maturity Date. (b) The Borrower may at any time terminate, or only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reducereduce the Commitments, the Revolving Commitments; provided that (i) any such each reduction in the Commitments shall be in an amount that is at least $10,000,000 and an integral multiple of $1,000,000 500,000, and (ii) the Revolving total Commitments may not be reduced to less than $25,000,000 unless the Commitments are reduced to zero and terminated. The Borrower shall not be terminated or reduced if reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.012.09(b), the Aggregate total Revolving Credit Exposures would exceed the Aggregate CommitmentsMaximum Loan Available Amount as reduced. (c) After any reduction in the Commitments, the Borrower’s option to increase the Commitments provided in Section 2.04 shall terminate. The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (bSection 2.05(b) of this Section 4.02 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and fundedirrevocable. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of in the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to Administrative Agent as set forth above.

Reduction of Commitments. (a) The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the applicable Maturity Date. (b) Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) any such reduction shall be in an amount that is an integral multiple of $1,000,000 and 1,000,000, (ii) the Revolving Commitments shall not be terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, (x) the Aggregate Exposures 2024 Revolving Loan Exposure would exceed the aggregate amount of the 2024 Revolving Commitments or (y) the Aggregate Initial Revolving Loan Exposure would exceed the aggregate amount of the Closing Date Revolving Commitments. (c) Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments; provided that the Borrower may, at any time, terminate the Closing Date Revolving Commitments on a non-pro rata basis with the other Revolving Commitments so long as all the Closing Date Revolving Commitments are being terminated. (d) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Initial Term Loan Commitment shall terminate in its entirety on the Closing Date after the funding of all Initial Term Loans on such date. (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total 2024 Term Loan Commitment shall terminate in its entirety on the Amendment No. 5 Effective Date after the funding of all 2024 Term Loans on such date. (f) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total 2025 Term Loan Commitment shall terminate in its entirety on the Amendment No. 6 Effective Date after the funding of all 2025 Term Loans on such date. (g) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total 2025 Tranche B-2 Term Loan Commitment shall terminate in its entirety on the Amendment No. 7 Effective Date after the funding of all 2025 Tranche B-2 Term Loans on such date.

Reduction of Commitments. (a) The Revolving Commitments, the Swingline Commitment Commitments and the LC Commitment shall automatically terminate on the applicable Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) any such reduction shall be in an amount that is an integral multiple of $1,000,000 and (ii) the Revolving Commitments shall not be terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least three two (2) Business Days (or such shorter period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Reduction of Commitments. (a) The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the applicable Maturity Date. (b) Borrower Borrowing Agent may at any time terminate, or from time to time reduce, reduce the Revolving Commitments; provided that (i) any such each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 1,000,000, and (ii) the Borrowing Agent shall not reduce the Revolving Commitments shall not be terminated or reduced if if, after giving effect to any concurrent prepayment of the Revolving Loans Advances in accordance with Section 5.01this Agreement, the Aggregate Exposures sum of the outstanding Revolving Advances would exceed the Aggregate Commitmentslesser of (i) the total Maximum Revolving Advance Amount and (ii) the Formula Amount minus the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit. (cb) Borrower The Borrowing Agent shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Revolving Commitments under paragraph (ba) of this Section 4.02 at least three five Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower the Borrowing Agent pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and fundedirrevocable. Any effectuated termination or reduction of the Aggregate Revolving Commitments shall be permanent. Each reduction of the Aggregate Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving CommitmentsCommitment Percentage.

Reduction of Commitments. (a) The Revolving CommitmentsBorrowers shall have the right at any time and from time to time on or before the Maturity Date upon five (5) Business Days' prior written notice to the Administrative Agent to reduce by $5,000,000 or a larger integral multiple of $2,500,000 or terminate entirely the unborrowed portion of the Total Commitment, whereupon the Commitments of the Banks shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this SECTION 2.3(a), the Swingline Administrative Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers shall pay to the Administrative Agent for the respective accounts of the Banks the full amount of any Commitment and the LC Commitment shall automatically terminate Fee then accrued on the applicable Maturity Dateamount of the reduction, provided that so long as the Total Commitment is not terminated entirely, the Borrowers may pay any such accrued Commitment Fee on the last Business Day of the then-current fiscal quarter. (b) Borrower No reduction or termination of the Total Commitment once made may at any time terminate, be revoked; the portion of the Total Commitment reduced or from time to time reduce, the Revolving Commitments; provided that (i) any such reduction shall be in an amount that is an integral multiple of $1,000,000 and (ii) the Revolving Commitments shall terminated may not be reinstated; and amounts in respect of such reduced or terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitmentsportion may not be reborrowed. (c) Borrower shall notify Promptly after the Administrative Agent effectiveness of any election partial reduction in the Total Commitment pursuant to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any noticeSECTION 2.3, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant distribute to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, each Bank an updated SCHEDULE 1.1 reflecting such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitmentsreduction.

Reduction of Commitments. (a) The Revolving CommitmentsUnless previously terminated by the Administrative Agent or Borrower in accordance with this Agreement, the Swingline Commitment and the LC Commitment Commitments shall automatically terminate on the applicable Maturity Date. (b) The Borrower may at any time terminate, or only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reducereduce the Commitments, the Revolving Commitments; provided that (i) any such each reduction in the Commitments shall be in an amount that is at least $10,000,000 and an integral multiple of $1,000,000 500,000, and (ii) the Revolving total Commitments may not be reduced to less than $20,000,000 unless the Commitments are reduced to zero and terminated. The Borrower shall not be terminated or reduced if reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.012.09(b), the Aggregate total Revolving Credit Exposures would exceed the Aggregate CommitmentsMaximum Loan Available Amount as reduced. (c) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (bSection 2.05(b) of this Section 4.02 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and fundedirrevocable. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of in the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to Administrative Agent as set forth above.

Reduction of Commitments. (a) The Revolving CommitmentsSubject to the terms and conditions set forth herein, the Swingline Commitment and Borrower Representative shall have the LC Commitment shall automatically terminate on the applicable Maturity Date. (b) Borrower may one-time right, at any time terminateprior to the date that is two (2) years following the Closing Date, or from time upon written notice to time reducethe Administrative Agent, to permanently reduce the Aggregate Committed Amount. Once decreased, the Revolving Commitments; provided that Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and effective upon the satisfaction of the following conditions: (i) any such reduction shall notice thereof must be in an amount that is an integral multiple of $1,000,000 and (ii) the Revolving Commitments shall not be terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 received by 11:00 a.m. at least three five (5) Business Days prior to the effective date of such termination reduction or reduction, specifying such election and termination; and (ii) the effective date thereofCommitments may not be reduced to an amount less than the Obligations then outstanding. Promptly following receipt of any notice, the The Administrative Agent shall advise will give prompt notice to the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered any such reduction in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and fundedCommitments. Any effectuated termination or reduction of the Aggregate Commitments shall be permanentapplied to the Commitment of each Lender according to its Commitment Percentage thereof. Each reduction All commitment or other fees accrued until the effective date of any termination of the Aggregate Commitments shall be made ratably among paid on the effective date of such termination; In connection with any such decrease in the Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in accordance with their respective Revolving Commitmentsconnection therewith.

Reduction of Commitments. (a) The Revolving Commitments, the Swingline Commitment and the LC Credit Commitment shall automatically terminate permanently reduce (i) to the extent directed by the Borrower pursuant to Section 2.11(b), and (ii) to Zero Dollars ($0) on the applicable Maturity Commitment Termination Date. (b) The Borrower may shall have the right at any time terminateafter the repayment in full of the Term Loans to terminate in whole the Revolving Credit Commitments and this Agreement, or from time to time reducetime, irrevocably to reduce in part the amount of the Revolving CommitmentsCredit Commitments upon at least thirty (30) days’ prior written notice to the Administrative Agent; provided that (i) any Borrower must demonstrate to the reasonable satisfaction of the Administrative Agent that immediately before and after giving effect to a reduction of the Revolving Credit Commitments under this Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice shall be irrevocable on the part of the Borrower and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount that is of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Upon any such reduction, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the prepayment fee as required by Section 2.7(c) and (iiexcept for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Commitments shall Loans does not be terminated or reduced if exceed the amount of the Revolving Credit Commitment after giving effect to any concurrent prepayment partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Loans in accordance with Section 5.01, Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Aggregate Exposures would exceed the Aggregate CommitmentsBorrower. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment or under Section 2.9 to prepay any portion of any Term Loan, the Borrower agrees that any such prepayment or reduction shall notify be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower to the Administrative Agent for the ratable account of any election to terminate the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, (ii) if a prepayment of the Term Loan shall occur on or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least three Business Days prior to the effective date first anniversary of such termination or reductionthe Closing Date, specifying such election the prepayment fee provided for in Section 2.7(c) and (iii) the effective date thereof. Promptly following receipt payment of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower prepayment charges incurred pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments9.4(d).

Reduction of Commitments. (a) The Revolving Commitments, the Swingline Commitment Commitments and the LC Commitment shall automatically terminate on the applicable Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) any such reduction shall be in an amount that is an integral multiple of $1,000,000 and (ii) the Revolving Commitments shall not be terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (d) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Initial Term Loan Commitment shall terminate in its entirety on the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date). (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Incremental Term Loan Commitment pursuant to an Incremental Agreement (and the Incremental Term Loan Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Incremental Term Loan Borrowing Date for such Total Incremental Term Loan Commitment (after giving effect to the incurrence of the relevant Incremental Term Loans on such date). (f) Each reduction to the Total Initial Term Loan Commitment and the Total Incremental Term Loan Commitment under a given Tranche pursuant to this Section 4.02 as provided above (or pursuant to Section 5.02) shall be applied proportionately to reduce the Initial Term Loan Commitment or the Incremental Term Loan Commitment under such Tranche, as the case may be, of each Lender with such a Commitment.

Reduction of Commitments. (a) The Revolving CommitmentsBorrower may, upon written notice to the Swingline Commitment and Agent, terminate the LC Commitment shall automatically terminate on the applicable Maturity Date. (b) Borrower may at any time terminate, Commitments in their entirety or from time to time permanently reduce, whereupon the Revolving CommitmentsCommitments of the Lenders shall be reduced pro rata in accordance with their respective Pro Rata Shares of the amount specified in such notice or, as the case may be, terminated; provided that (i) any such reduction notice shall be in an amount that is an integral multiple of $1,000,000 and received by Agent not later than 8:00 a.m., five (ii5) the Revolving Commitments shall not be terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least three Business Days prior to the effective date of such termination or reduction, specifying (ii) any such election partial reduction shall be in a minimum amount of $1,000,000 or an integral multiple thereof, and (iii) Borrower shall not terminate or reduce the effective date thereofCommitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate outstanding Obligations in respect of the Loans would exceed the lesser of (1) the Borrowing Base and (2) the aggregate Commitments of all Lenders. Promptly following receipt after receiving any notice of any noticeBorrower delivered pursuant to this Section 1.17(b), the Administrative Agent shall advise will notify the Lenders of the contents substance thereof. Each notice delivered by Upon the effective date of any such reduction or termination, Borrower pursuant shall pay to this Section 4.02(c) shall be irrevocable except thatAgent, to for the extent delivered in connection with a refinancing respective accounts of the ObligationsLenders, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction the full amount of any Unused Line Fee then accrued on the amount of the Aggregate reduction. No reduction or termination of Commitments shall may be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitmentsreinstated.