Common use of Reduction or Termination of Commitments Clause in Contracts

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15).

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Aggregate Commitments or, from time or (prior to time, the Initial Funding Date) permanently reduce the Term Loan Commitment, or permanently reduce the Revolver Commitment to an amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds less than the sum of the total Commitments as then reduced. Any termination Outstanding Amount of the Commitments then existing (a) Revolver Principal Debt, (b) L/C Obligations, and (c) Swing Line Loans; provided that (i) any such notice shall be accompanied received by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any not later than 11:00 a.m. New York, New York time, five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or a any whole multiple of $500,000 in excess thereof and (iii) any Revolver Commitment reduction shall reduce permanently be allocated between the total amount of Acquisition Subfacility and the Commitments, together with a corresponding reduction Working Capital/Distribution Subfacility in the aggregate amount of each Lender’s applicable Commitmentamounts not less than $500,000. The CommitmentsAdministrative Agent shall promptly notify the Lenders of any such notice of reduction or termination. Once reduced in accordance with this Section, once terminated or reduced, the Commitments may not be reinstatedincreased. Each Any reduction of the Revolver Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment fees on the portion of the Commitment so terminated which have accrued to the effective date of any termination of Commitments shall be made ratably among paid on the Lenders in accordance with their Commitments (except for in connection with the termination effective date of this Agreement as to any Lender pursuant to Section 10.15)such termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, or from time to time, time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by Agent not later than 10:00 a.m., five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Commitments; provided$5,000,000 or any whole multiple of $1,000,000 in excess thereof, however, that the (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if, after giving effect to any concurrent repayment reduction of the Loans Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Agent will promptly notify Lenders of any such notice of termination or reduction of the Aggregate Commitments. Once reduced in accordance with Section 2.07 and Section 2.08this Section, the total Aggregate Commitments may not be increased. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Exposure of the Lenders would exceed the sum of total CommitmentsSublimit unless otherwise specified by Borrower. Any reduction of the Aggregate Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Commitment of each Lender according to its Pro Rata Share. All commitment fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, 2.08 the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.1510.13).

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Aggregate Revolver Commitments or, from time or (prior to time, funding the Term Loan) permanently reduce the Aggregate Term Loan Commitments or permanently reduce the Aggregate Revolver Commitments to an amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds less than the sum of the total Commitments as then reduced. Any termination Outstanding Amount of the Commitments then existing (i) Revolver Principal Debt and (ii) L/C Obligations; provided that (i) any such notice shall be accompanied received by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any not later than 11:00 a.m., three Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or a any whole multiple thereof and of $1,000,000 in excess thereof. The Administrative Agent shall reduce permanently promptly notify the total amount affected Lenders of any such notice of reduction or termination. Once reduced in accordance with this Section, the Aggregate Revolver Commitments or Aggregate Term Loan Commitments, together with a corresponding reduction in as the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reducedcase may be, may not be reinstatedincreased. Each Any reduction of the Aggregate Revolver Commitments shall be made ratably among applied to the Lenders in accordance with their Revolver Commitment of each Revolver Lender according to its Pro Rata Share, and any reduction of the Aggregate Term Loan Commitments (except for in connection with shall be applied to the Term Loan Commitment of each Term Lender according to its Pro Rata Share. All commitment fees on the portion of the Aggregate Revolver Commitments so terminated which have accrued to the effective date of any termination of this Agreement as to any Lender pursuant to Section 10.15)the Aggregate Revolver Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.1510.13).

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Aggregate Commitments or, from time or (prior to time, the Initial Funding Date) permanently reduce the Term Loan Commitment, or permanently reduce the Revolver Commitment to an amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds less than the sum of the total Commitments as then reduced. Any termination Outstanding Amount of the Commitments then existing (i) Revolver Principal Debt and (ii) L/C Obligations; PROVIDED THAT (i) any such notice shall be accompanied received by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any not later than 11:00 a.m., five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 3,000,000 or a any whole multiple of $500,000 in excess thereof and (iii) any Revolver Commitment reduction shall reduce permanently be allocated between the total amount of Acquisition Subfacility and the Commitments, together with a corresponding reduction Working Capital Distribution Subfacility in the aggregate amount of each Lender’s applicable Commitmentamounts not less than $500,000. The CommitmentsAdministrative Agent shall promptly notify the Lenders of any such notice of reduction or termination. Once reduced in accordance with this Section, once terminated or reduced, the Commitments may not be reinstatedincreased. Each Any reduction of the Revolver Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment fees on the portion of the Commitment so terminated which have accrued to the effective date of any termination of Commitments shall be made ratably among paid on the Lenders in accordance with their Commitments (except for in connection with the termination effective date of this Agreement as to any Lender pursuant to Section 10.15)such termination.

Reduction or Termination of Commitments. Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m. on the Closing Date and (ii) all of the Commitments shall terminate on the Revolving Commitment Termination Maturity Date. The Borrower shall have the rightCompany may, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Revolving Commitments, or from time to time, time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Agent at least three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Commitments; provided, however, that the Borrower Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any concurrent repayment reduction of the Loans Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Designated Borrower Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Agent will promptly notify Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any termination or reduction of the Aggregate Revolving Commitments in accordance with this Section 2.07 and 2.06 shall be permanent. Each notice delivered by the Company pursuant to this Section 2.082.06 shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Company (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, Designated Borrower Sublimit, the total Letter of Credit Exposure of Sublimit or the Lenders would exceed Swing Line Sublimit unless otherwise specified by the sum of total CommitmentsCompany. Any reduction of the Aggregate Revolving Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Revolving Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Revolving Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, or from time to time, time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by Administrative Agent not later than 11:00 a.m., five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Commitments; provided$5,000,000 or any whole multiple of $1,000,000 in excess thereof, however, that the (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if, after giving effect to any concurrent repayment reduction of the Loans Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Administrative Agent will promptly notify Lenders of any such notice of termination or reduction of the Aggregate Commitments. Once reduced in accordance with this Section, the Aggregate Commitments may not be increased except in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments2.1(b). Any reduction of the Aggregate Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Commitment of each Lender according to its Pro Rata Share. All Commitment fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightCompany may, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Revolving Commitments, from time to time, or permanently reduce the Aggregate Revolving Commitments to an amount not less than the then the Total Revolving Outstandings; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon, three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Commitments; provided, however, that the Borrower Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any concurrent repayment reduction of the Loans in accordance with Section 2.07 and Section 2.08Aggregate Revolving Commitments, the total Alternative Currency Sublimit, the Letter of Credit Exposure Sublimit or the Swing Line Sublimit, exceeds the amount of the Lenders would exceed the sum of total Aggregate Revolving Commitments. Any reduction , such sublimit shall be accompanied automatically reduced by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt amount of such notice, the excess. The Administrative Agent shall promptly notify each Lender thereofthe Lenders of any such notice of reduction or termination of the Aggregate Revolving Commitments. Any partial The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Once reduced in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently accordance with this Section, the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, Aggregate Revolving Commitments may not be reinstatedincreased. Each Any reduction of the Aggregate Revolving Commitments shall be made ratably among applied to the Lenders in accordance with their Commitments (except for in connection with Revolving Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any termination of this Agreement as to any Lender pursuant to Section 10.15)the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, permanently reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, 2.08 the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.1510.13).

Reduction or Termination of Commitments. Unless previously terminatedUpon notice to Agent, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two Business Days’ written notice to the Administrative Agent, to may terminate the Commitments orAggregate Commitments, or from time to time, time permanently reduce the Aggregate Commitments and the Borrower shall permanently reduce the Aggregate Commitments in an amount equal to 100% of the net cash proceeds from the issuance of equity by the Borrower or any of its Subsidiaries (excluding proceeds from the exercise of stock options by employees, directors and consultants of the Borrower or any Subsidiary); provided that (i) any such notice shall be received by Agent not later than 11:00 a.m., five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Commitments; provided$5,000,000 or any whole multiple of $1,000,000 in excess thereof, however, that the (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if, after giving effect to any concurrent repayment reduction of the Loans Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Agent will promptly notify Lenders of any such notice of termination or reduction of the Aggregate Commitments. Once reduced in accordance with Section 2.07 and Section 2.08this Section, the total Credit Exposure of the Lenders would exceed the sum of total CommitmentsAggregate Commitments may not be increased. Any reduction of the Aggregate Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Commitment of each Lender according to its Pro Rata Share. All commitment fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 2.06 and Section 2.08, 2.07 the total Revolving Credit Exposure of the Lenders Exposures would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Revolving Credit Exposure of the Lenders Exposures then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid interest accrued thereon and fees then accrued hereunderhereunder and other amounts then due and payable hereunder to or for the accounts of Lenders, including, without limitation, such amounts required pursuant to Section 2.19). Each notice delivered by the Borrower pursuant to this Section shall be irrevocable (unless otherwise agreed to by the Administrative Agent); 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 Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)Commitments.

Reduction or Termination of Commitments. Unless previously terminatedThe Company may at any time or from time to time reduce ratably in proportion to their respective Commitments or terminate in whole, the respective Commitments of the Banks hereunder by giving not less than five full Business Days' prior written notice to such effect to the Administrative Agent; provided that any partial reduction shall be in an aggregate amount of not less than $3,000,000 and an integral multiple of $250,000; provided, further, that the Commitments may not be reduced to an amount less than the aggregate principal amount of Discretionary Loans and Conventional Loans (and the Alternate Currency Commitments may not be reduced as provided below to an amount less than the aggregate principal amount of the outstanding Alternate Currency Loans and the Discretionary Loans made in a Discretionary Alternate Currency, each calculated in its Dollar equivalent) outstanding at such time, unless simultaneously therewith the Company shall make a prepayment in accordance with Section 3.02(a) hereof. In the event of any prepayment of the Loans outstanding hereunder pursuant to Section 3.02(b)(ii), the Commitments shall terminate on be ratably reduced by the Revolving Commitment Termination Dateamount of such prepayment to the extent provided in Section 3.02(b)(ii). The Borrower Any reduction of the Commitments pursuant to this Section 4.02 shall have reduce the rightAlternate Currency Commitments proportionately; provided, upon not that in no event shall the Alternate Currency Commitments be reduced to an amount less than two Business Days’ written notice to the Administrative Agent, to terminate lesser of (a) $300,000,000 and (b) the Commitments or, from time to time, reduce the aggregate amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the The Administrative Agent shall promptly notify each Lender thereof. Any partial Bank of its Pro Rata Share of and of the date of each reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments. After each such reduction, together with a corresponding reduction in the aggregate amount Commitment Fees owing to each Bank shall be calculated upon the Commitment of each Lender’s applicable Commitmentsuch Bank as so reduced. The CommitmentsIn the event of acceleration of the maturity date of any Loan, once terminated or reduced, may not be reinstatedthe Commitments hereunder of the Banks shall thereupon automatically terminate without notice. Each reduction or any termination of the Commitments hereunder shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)irrevocable.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, 2.08 the total Revolving Credit Exposure of the Lenders Exposures would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Revolving Credit Exposure of the Lenders Exposures then outstanding exceeds the sum of the total Commitments as then reducedreduced (and if after Loans are prepaid, any such excess remains as a result of LC Exposure, the Borrower shall provide cash collateral in the relevant currencies to cover any such excess caused by LC Exposure). Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid interest accrued thereon and fees then accrued hereunderhereunder and other amounts then due and payable hereunder to or for the accounts of Lenders, including, without limitation, such amounts required pursuant to Section 2.19). Each notice delivered by the Borrower pursuant to this Section shall be irrevocable (unless otherwise agreed to by the Administrative Agent); 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 Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.159.13).

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, right at any time and from time to time upon not less than two five (5) Business Days’ prior written notice to the Administrative AgentAgent to reduce by $500,000 or an integral multiple thereof or terminate entirely the unborrowed portion of the then Total Revolving Credit Commitment, to terminate whereupon the Revolving Credit Commitments of the Revolving Credit Banks shall be reduced pro rata in accordance with their respective Commitment Percentages by the amount specified in such notice or, from time to timeas the case may be, reduce the amount of the Commitments; terminated, provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment reduction of the Loans in accordance with Section 2.07 and Section 2.08Total Revolving Credit Commitment, the total Bid Rate Maximum Amount or the Letter of Credit Exposure Sublimit exceeds the amount of the Lenders would exceed Total Revolving Credit Commitment, then the sum Bid Rate Maximum Amount or the Letter of total Commitments. Any reduction Credit Sublimit, as applicable, shall be accompanied automatically reduced by prepayment the amount of such excess. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Loans to Banks the extent, if any, that the total Credit Exposure full amount of the Lenders Facility Fee then outstanding exceeds accrued and unpaid on the sum amount of the total Commitments as then reducedreduction. Any No reduction or termination of the Commitments shall may be accompanied by prepayment reinstated. In the event the Total Revolving Credit Commitments of the Banks have been reduced to zero ($0), no Letters of Credit are then issued and outstanding hereunder, and the Revolving Credit Loans and all other Obligations outstanding or due hereunder have been paid or repaid in full of in cash, this Agreement, the Loans then outstanding revolving credit facility shall automatically terminate (except as to those provisions hereof which expressly survive such termination), unless otherwise agreed to in writing by the Agent and the payment of any unpaid fees then accrued hereunderBorrower. Upon receipt of such notice, the Administrative The Agent shall promptly notify provide each Lender thereof. Any partial reduction shall be in an amount applicable Bank with copies of $5,000,000 or a whole multiple thereof and shall reduce permanently any notices received by the total amount of Agent from the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of Borrower under this Agreement as to any Lender pursuant to Section 10.15)§2.7.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 2.06 and Section 2.08, 2.07 the total Revolving Credit Exposure of the Lenders Exposures would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Revolving Credit Exposure of the Lenders Exposures then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid interest accrued thereon and fees then accrued hereunderhereunder and other amounts then due and payable hereunder to or for the accounts of Lenders, including, without limitation, such amounts required pursuant to Section 2.16). Each notice delivered by the Borrower pursuant to this Section 2.05 shall be irrevocable (unless otherwise agreed to by the Administrative Agent); 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 Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)Commitments.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, right at any time and from time to time upon not less than two five (5) Business Days’ prior written notice to the Administrative AgentAgent to reduce by $500,000 or an integral multiple thereof or terminate entirely the unborrowed portion of the then Total Revolving Credit Commitment, to terminate whereupon the Revolving Credit Commitments of the Revolving Credit Banks shall be reduced pro rata in accordance with their respective Commitment Percentages by the amount specified in such notice or, from time to timeas the case may be, reduce the amount of the Commitments; terminated, provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment reduction of the Loans in accordance with Section 2.07 and Section 2.08Total Revolving Credit Commitment, the total Bid Rate Maximum Amount or the Letter of Credit Exposure Sublimit exceeds the amount of the Lenders would exceed Total Revolving Credit Commitment, then the sum Bid Rate Maximum Amount or the Letter of total Commitments. Any reduction Credit Sublimit, as applicable, shall be accompanied automatically reduced by prepayment the amount of such excess. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Loans to Banks the extent, if any, that the total Credit Exposure full amount of the Lenders Facility Fee then outstanding exceeds accrued and unpaid on the sum amount of the total Commitments as then reducedreduction. Any No reduction or termination of the Commitments shall may be accompanied by prepayment reinstated. In the event the Total Revolving Credit Commitments of the Banks have been reduced to zero ($0), no Letters of Credit are then issued and outstanding hereunder, and the Revolving Credit Loans and all other Obligations outstanding or due hereunder have been paid or repaid in full of in cash, this Agreement, the Loans then outstanding revolving credit facility 66 shall automatically terminate (except as to those provisions hereof which expressly survive such termination), unless otherwise agreed to in writing by the Agent and the payment of any unpaid fees then accrued hereunderBorrower. Upon receipt of such notice, the Administrative The Agent shall promptly notify provide each Lender thereof. Any partial reduction shall be in an amount applicable Bank with copies of $5,000,000 or a whole multiple thereof and shall reduce permanently any notices received by the total amount of Agent from the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of Borrower under this Agreement as to any Lender pursuant to Section 10.15)§2.7.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, from time to time, or permanently reduce the Aggregate Commitments to an amount not less than the then the Total Outstandings; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon, three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Commitments; provided$1,000,000 or any whole multiple of $1,000,000 in excess thereof, however, that (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any concurrent repayment reduction of the Loans in accordance with Section 2.07 and Section 2.08Aggregate Commitments, the total Alternative Currency Sublimit, the Letter of Credit Exposure Sublimit or the Swing Line Sublimit, exceeds the amount of the Lenders would exceed the sum of total Aggregate Commitments. Any reduction , such Sublimit shall be accompanied automatically reduced by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt amount of such notice, the excess. The Administrative Agent shall promptly notify each Lender thereofthe Lenders of any such notice of reduction or termination of the Aggregate Commitments. Any partial The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Once reduced in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently accordance with this Section, the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, Aggregate Commitments may not be reinstatedincreased. Each Any reduction of the Aggregate Commitments shall be made ratably among applied to the Lenders in accordance with their Commitments (except for in connection with Commitment of each Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any termination of this Agreement as to any Lender pursuant to Section 10.15)the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. Unless previously terminated, all of the Commitments shall terminate on the Revolving Commitment Termination Maturity Date. The Borrower shall have the rightCompany may, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Revolving 50 Commitments, or from time to time, time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Agent at least three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Commitments; provided, however, that the Borrower Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any concurrent repayment reduction of the Loans Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Designated Borrower Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Agent will promptly notify Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any termination or reduction of the Aggregate Revolving Commitments in accordance with this Section 2.07 and 2.06 shall be permanent. Each notice delivered by the Company pursuant to this Section 2.082.06 shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Company (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, Designated Borrower Sublimit, the total Letter of Credit Exposure of Sublimit or the Lenders would exceed Swing Line Sublimit unless otherwise specified by the sum of total CommitmentsCompany. Any reduction of the Aggregate Revolving Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Revolving Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Revolving Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date; provided that, if the Maturity Date applicable to any Declining Lender under Section 2.24 is earlier than the Revolving Commitment Termination Date, the Commitment of such Declining Lender shall terminate on such Declining Lender’s respective Maturity Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, permanently reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the sum of the total Credit Exposure Exposures of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the sum of the total Credit Exposure Exposures of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of any such noticenotice of termination or reduction of the Commitments, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)Commitments.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, Agent (prior to terminate funding the Commitments or, from time to time, Original Term Loan) permanently reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect Aggregate Original Term Loan Commitments and upon notice to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent (prior to the Additional Term Loan Maturity Date) permanently reduce the Aggregate Additional Term Loan Commitments; provided that (i) any such notice shall promptly notify each Lender thereof. Any be received by the Administrative Agent not later than noon, three Business Days prior to (or if all the outstanding Borrowings are Base Rate Loans, no later than noon on) the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 500,000 or a any whole multiple thereof and of $500,000 in excess thereof. The Administrative Agent shall reduce permanently promptly notify the total amount Lenders of any such notice of reduction or termination. Once reduced in accordance with this Section, the Aggregate Original Term Loan Commitments or Aggregate Additional Term Loan Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reducedas applicable, may not be reinstatedincreased. Each Any reduction of the Aggregate Term Loan Commitments shall be made ratably among applied to the Lenders in accordance with their Commitments (except for Term Loan Commitment of each Lender according to its Pro Rata Share. Except in connection with a termination or reduction of the termination entire Aggregate Term Loan Commitments, all commitment fees on the portion of this Agreement as the Aggregate Term Loan Commitments so reduced which have accrued to the effective date of any Lender pursuant to Section 10.15)reduction of the Aggregate Term Loan Commitments shall at Administrative Agent’s option either be paid on the effective date of such reduction or on the date when such commitment fee would otherwise be due.”

Reduction or Termination of Commitments. Unless previously terminated, the Total Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Total Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Total Revolving Extensions of Credit Exposure of the Lenders would exceed the sum of total Total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Total Revolving Extensions of Credit Exposure of the Lenders then outstanding exceeds the sum of the total Total Commitments as then reduced. Any termination of the Total Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Total Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Total Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Total Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)each Lender’s Applicable Percentage.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, or from time to time, time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Commitments; providedUS$10,000,000 or any whole multiple of US$1,000,000 in excess thereof, however, that (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any concurrent repayment reduction of the Loans in accordance with Section 2.07 and Section 2.08Aggregate Commitments, the total Credit Exposure Alternative Currency Sublimit, the Canadian Subfacility Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders would exceed of any such notice of termination or reduction of the sum Aggregate Commitments. Except as provided above, the amount of total Commitmentsany such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Canadian Subfacility Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Commitment of each Lender according to its Applicable Percentage. All fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Chicago time, on the Effective Date and (ii) all of the other Commitments shall terminate on the Revolving Commitment Termination Maturity Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Revolving Commitments, or from time to time, time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by Agent at least three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Commitments; provided$5,000,000 or any whole multiple of $1,000,000 in excess thereof, however, that the (iii) Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any concurrent repayment reduction of the Loans Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Agent will promptly notify Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any termination or reduction of the Aggregate Revolving Commitments in accordance with this Section 2.07 and 2.06 shall be permanent. Each notice delivered by Borrower pursuant to this Section 2.08, the total Credit Exposure 2.06 shall be irrevocable; provided that a notice of termination of the Lenders would exceed Aggregate Revolving Commitments delivered by Borrower may state that such notice is conditioned upon the sum effectiveness of total Commitmentsother credit facilities or other transactions specified therein, in which case such notice may be revoked by Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by Borrower. Any reduction of the Aggregate Revolving Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Revolving Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Revolving Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written Days notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, 2.08 the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.1510.13).. Section 2.07

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower Anadarko shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower Anadarko shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, 2.08 the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.159.13).

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightCompany may, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, from time to time, or permanently reduce the Aggregate Commitments to an amount not less than the then Outstanding Amount of all Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m., (Chicago time) three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $5,000,000 in excess thereof, (iii) the Commitments; provided, however, that the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any concurrent repayment reduction of the Loans in accordance with Section 2.07 and Section 2.08Aggregate Commitments, the total Letter of Credit Exposure Sublimit or the Swing Line Sublimit or the Foreign Swing Line Sublimit exceeds the amount of the Lenders would exceed the sum of total Aggregate Commitments. Any reduction , such Sublimit shall be accompanied automatically reduced by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt amount of such notice, the excess. The Administrative Agent shall promptly notify each Lender thereofthe Lenders of any such notice of reduction or termination of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Aggregate Commitments shall be made ratably among applied to the Lenders in accordance with their Commitments (except for in connection with Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of this Agreement as to any Lender pursuant to Section 10.15)the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination DateOptional. The Borrower shall have the right, right to terminate in whole or reduce in part the unused portion of the Commitments (including the Swing Commitment) upon not less than two at least three Business Days’ written Days prior notice (which notice shall be irrevocable) to the Administrative AgentAgent and each Lender specifying the effective date thereof, to terminate the Commitments orwhether a termination or reduction is being made, from time to time, reduce and the amount of the Commitments; providedany partial reduction, however, provided that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an the amount of $5,000,000 (or a whole in the case of the Swing Commitment, $1,000,000) or an integral multiple thereof and the Revolving Credit Commitments (other than the Swing Commitment) shall reduce permanently not be reduced below the total outstanding Letter of Credit Liabilities, and the Borrower shall simultaneously prepay the amount by which (i) the unpaid principal amount of the CommitmentsRevolving Credit Loan Advances, together with a corresponding reduction in the aggregate Swing Loan Advances and outstanding Letter of Credit Liabilities exceeds the Revolving Credit Commitments (after giving effect to such notice) plus accrued and unpaid interest on the principal amount so prepaid and (ii) the unpaid principal amount of each Lender’s applicable Commitmentthe Tranche B Advances exceeds the Tranche B Commitments (after giving effect to such notice) plus accrued and unpaid interest on the principal amount so prepaid. The Commitments, once Commitments may not be reinstated after they have been terminated or reduced. In addition the Swing Commitment may never be more than the Revolving Credit Commitments (exclusive of the amount of the Swing Commitment). Notwithstanding anything to the contrary contained herein, may not be reinstated. Each any such termination or reduction of in the Commitments shall be made ratably among applied first to the Lenders in accordance with their Commitments (except for in connection with Tranche B Commitments, then any remaining reduction shall be applied to the termination of this Agreement as to any Lender pursuant to Section 10.15)Revolving Credit Commitments.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightCompany may, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, from time to time, or permanently reduce the Aggregate Commitments to an amount not less than the then the Total Outstandings; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon, three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Commitments; provided, however, that the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any concurrent repayment reduction of the Loans in accordance with Section 2.07 and Section 2.08Aggregate Commitments, the total Alternative Currency Sublimit, the Letter of Credit Exposure Sublimit or the Swing Line Sublimit, exceeds the amount of the Lenders would exceed the sum of total Aggregate Commitments. Any reduction , such sublimit shall be accompanied automatically reduced by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt amount of such notice, the excess. The Administrative Agent shall promptly notify each Lender thereofthe Lenders of any such notice of reduction or termination of the Aggregate Commitments. Any partial The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Once reduced in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently accordance with this Section, the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, Aggregate Commitments may not be reinstatedincreased. Each Any reduction of the Aggregate Commitments shall be made ratably among applied to the Lenders in accordance with their Commitments (except for in connection with Commitment of each Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any termination of this Agreement as to any Lender pursuant to Section 10.15)the Aggregate Commitments shall be paid on the effective date of such termination.