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. (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. (d) [reserved] (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 Term B-3 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 Term B-3 Loan Commitment or the Incremental Term Loan Commitment under such Tranche, as the case may be, of each Lender with such a Commitment. (g) [reserved]. (h) [reserved]. (i) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total B-3 Commitment shall terminate in its entirety on the Amendment and Restatement Effective Date after the funding of all Term B-3 Loans on such date. (j) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total B-4 Commitment shall terminate in its entirety on the Amendment No. 2 Effective Date after the funding of all Term B-4 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 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 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. 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. (a) The Revolving CommitmentsUnless previously terminated, the Swingline aggregate Term Commitments shall be automatically, permanently and irrevocably reduced to zero at 5:00 p.m., New York City time, on the Closing Date, such that no additional Term Loan or other extension of credit in respect thereof will be made after the Closing Date; provided that if the Closing Date has not occurred prior to the Commitment and the LC Commitment Termination Date, all Commitments shall automatically terminate on the applicable Maturity Commitment Termination Date. (b) The Borrower (and, prior to the Combination, Mylan, acting together) may at any time terminate, or from time to time reduce, the Revolving Term Commitments; provided that (i) any such each reduction of the Term Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000, (ii) or, if less, the Revolving Commitments shall not be terminated or reduced if after giving effect to any concurrent prepayment remaining amount of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Term Commitments). (c) The Borrower shall notify the Administrative Agent in writing (including transmission by electronic communication in accordance with Section 9.01(b)) of any election to terminate or reduce the Aggregate Term Commitments under paragraph (b) of this Section 4.02 at least not later than 12:00 p.m. 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 Borrower pursuant to this Section 4.02(c) shall be irrevocable except thatirrevocable; provided that a notice of termination of the Term Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such notice may be revoked by the 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 Aggregate Term Commitments shall be permanent. Each reduction of the Aggregate Term Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Term Commitments.

Reduction of Commitments. The Borrower 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 Borrower 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. (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 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 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 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. The Borrower 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 Borrower 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. (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. The Borrower 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 reasonably 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 Borrower 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. (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 the Aggregate Exposures Initial Revolving Loan Exposure 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 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. (ai) The Revolving CommitmentsBorrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the L/C Commitments or the Swingline Commitment and Commitments or, from time to time, to reduce the LC Commitment shall automatically terminate on amount of the applicable Maturity DateL/C Commitments or the Swingline Commitments. (bii) The Borrower may at any time terminateshall have the right, or upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Tranche A Revolving Commitments or, from time to time reducetime, to reduce the amount of the Tranche A Revolving Commitments; provided that (except as otherwise expressly provided herein) no such termination or reduction of Tranche A Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Tranche A Revolving Loans made on the effective date thereof, the total Tranche A Revolving Extensions of Credit would exceed the total Tranche A Revolving Commitments. (iii) [Reserved]. (iv) Except with respect to terminations or reductions of Tranche A Revolving Commitments which shall be subject to clauses (i) above, the Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments of any Tranche or, from time to time, to reduce the amount of the Revolving Commitments of any Tranche; provided, that no such termination or reduction of Revolving Commitments of any Tranche shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the total Revolving Extensions of Credit of such Tranche would exceed the total Revolving Commitments of such Tranche. Any such partial reduction shall be in an amount that is an integral equal to $500,000, or a whole multiple of $1,000,000 100,000 in excess thereof, and (ii) shall reduce permanently the Revolving Commitments shall not be terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans applicable Tranche then in accordance with Section 5.01effect. Notwithstanding anything to the contrary contained in this Agreement, the Aggregate Exposures would exceed the Aggregate Commitments. (c) Borrower shall notify the Administrative Agent may rescind any notice of any election to terminate termination or reduce the Aggregate Commitments reduction under paragraph (b) of this Section 4.02 at least three Business Days prior to 2.10 if the effective date notice of such termination or reduction, specifying reduction stated that such election and notice was conditioned upon the effective date thereof. Promptly following occurrence or non-occurrence of a transaction or the receipt of any noticea replacement of all, or a portion, of the Revolving Commitments outstanding at such time, in which case such notice may be revoked by the Borrower (by written notice to 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, on or prior to the extent delivered in connection with a refinancing of the Obligations, specified date) if such notice shall condition is 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 Commitmentssatisfied.

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 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; (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; (iii) effective upon such reduction, the Collateral Value Amount shall not be less than the reduced Aggregate Committed Amount; and (iv) Borrowers shall pay to Administrative Agent at the time of the reduction, for the account of the Lenders, a reduction fee in an amount equal to (a) one percent (1%) multiplied by (b) the amount by which the Aggregate Commitments are reduced. 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 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 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. (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. (g) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total B-1 Commitment shall terminate in its entirety on the Amendment No. 2 Effective Date after the funding of all Term B-1 Loans on such date.

Reduction of Commitments. (a) The Revolving CommitmentsLoan Commitments is $60,000,000. The Borrower shall have the right, upon at least three Business Days’ irrevocable notice to the Swingline Commitment and the LC Commitment shall automatically Administrative Agent, to terminate on the applicable Maturity Date. (b) Borrower may at any time terminate, in whole or from time to time reduce, reduce ratably in part the Revolving Loan Commitments; provided that (i1) any such each voluntary partial reduction shall be in an the aggregate amount that is an integral multiple of $1,000,000 or in integral multiples of $1,000,000 in excess thereof and (ii2) the Revolving Commitments shall Borrower may not be terminated or reduced if after giving effect to any concurrent prepayment of reduce the Revolving Loans Loan Commitments if the Available Revolving Loan Commitment would be less than zero; provided further that the Borrower may terminate the Revolving Loan Commitment if (x) the Borrower pays all Credit Obligations and other amounts owing then owing to the Administrative Agent, the Issuing Bank and any Bank under the Credit Documents and (y) either the Borrower (A) pays to the Administrative Agent an amount equal to the Net Letter of Credit Exposure to be held in the Letter of Credit Collateral Account and applied in accordance with Section 5.012.3(g) or (B) provides the Issuing Bank with one or more back-up letters of credit, 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 each in form and substance and issued by a financial institution satisfactory to the effective date of such Issuing Bank in its sole, absolute and unfettered discretion. Any voluntary or mandatory reduction or 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 Revolving Loan Commitments pursuant to this Section 4.02(c2.2(e) shall be irrevocable except thatpermanent, to the extent delivered in connection with a refinancing no obligation of the ObligationsBanks to reinstate such Revolving Loan Commitments, such notice and the facility fees provided for in Section 2.5(a) shall not thereafter be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction computed on the basis of the Aggregate Commitments shall be permanentRevolving Loan Commitments, as so reduced. Section 6. Each reduction Section 2.3(d) of the Aggregate Commitments shall be made ratably among the Lenders Credit Agreement is hereby amended to read in accordance with their respective Revolving Commitments.its entirety as follows:

Reduction of Commitments. The Borrower shall have the right, upon at least three Business Days' irrevocable notice to the Administrative Agent (a) The or such later time as may be reasonable acceptable to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion of either the Revolving Commitments or the Term Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the Revolving Commitments or Term Commitments pursuant to this Section shall be permanent, with no obligation of either the Revolving Lenders or the Term Lenders to reinstate such Revolving Commitments or Term Commitments, respectively, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments or the Term Commitments, as the case may be, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Swingline Commitment and the LC Commitment Borrower shall automatically terminate on the applicable Maturity Date. (b) Borrower may at any time terminate, or from time to time reduce, reduce the Revolving Commitments; provided Outstanding Amount such that (i) any 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 that is an integral multiple of $1,000,000 cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and (ii) the Revolving Commitments shall not be terminated or reduced if 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. (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 Agent to reduce by $10,000,000 or a larger integral multiple of $5,000,000 or terminate entirely the unborrowed portion of the Total Revolver Commitment, whereupon the Revolver Commitments of the Revolver Banks shall be reduced pro rata in accordance with their respective Revolver 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 Agent will notify the Revolver Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers shall pay to the Agent for the respective accounts of the Revolver 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 Revolver 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 Revolver Commitment once made may at any time terminate, be revoked; the portion of the Total Revolver 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 to terminate or reduce partial reduction in 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 Total Revolver Commitment pursuant to this Section 4.02(c) 2.3, the Agent shall be irrevocable except that, distribute 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.