Common use of Voluntary Commitment Reductions Clause in Contracts

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, (A) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to shall have the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender)right, at any time and from time to time terminate in whole or permanently reduce in part (i) after the Agreement Date and prior to the Revolving Commitments Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date, Term Loan C Maturity Date and Incremental Facility Maturity Date, as applicable, upon at least three (ratably among 3) Business Days' prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Revolving Loan Commitment (or the Incremental Facility Commitment) on the basis of the respective Revolving Loan Commitment Ratios (or the Incremental Facility Commitment Ratios) of the Lenders in accordance with their respective commitment percentage thereofapplicable to the Revolving Loan Commitment (or the Incremental Facility Commitment); providedPROVIDED, (A) HOWEVER, that the Borrower shall reimburse the Lenders and the Administrative Agent, on demand by the applicable Lender or the Administrative Agent, for any loss or out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.10 hereof; PROVIDED FURTHER, HOWEVER, that Borrower's failure to confirm any telephonic notice with a written notice, shall not invalidate any notice so given if acted upon by the Administrative Agent; PROVIDED FURTHER, HOWEVER, that any such partial reduction shall be made in an amount not less than $1,000,000 and in integral multiples of not less than $1,000,000. As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitments (or the Incremental Facility Commitments) shall be permanently reduced to the amount stated in the Borrower's notice for all purposes herein, and the Borrower shall pay to the Administrative Agent for the Lenders the amount necessary to reduce the principal amount of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, Loans (Bor Incremental Facility Loans) then outstanding under the Borrower shall Revolving Loan Commitment (or the Incremental Facility Commitments) to not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed more than the amount of the Aggregate Revolving CommitmentsLoan Commitment (or the Incremental Facility Commitment) as so reduced, together with accrued interest on the Letter amount so prepaid and commitment fees accrued through the date of Credit Sublimit and/or the Swingline Sublimit, as applicable, reduction with respect to the amount reduced. Reductions in the Revolving Loan Commitment pursuant to this Section shall be automatically reduced by the amount of such excess. (ii) The Borrower’s notice applied pro rata to the Administrative Agent shall designate the date (which shall be a Business Daythen remaining reductions set forth in Section 2.5(a) of such termination or reduction and the amount of any partial reduction, and such termination or reduction hereof in inverse order of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)reductions set forth therein.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part (i) the Aggregate Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, provided that (A) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 3,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business DayDay and at least three Business Days after the date of such notice) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Aggregate Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments Commitment of each Lender proportionately to its Revolving Commitment Percentage thereof; provided that a notice of termination of the Aggregate Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds of the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 3:00 p.m. on the specified effective date of termination) if such condition is not satisfied (it being understood that the failure of such contingency shall not relieve the Borrower from its obligations under Section 3.1(c)). (c)

Voluntary Commitment Reductions. (i) The Borrower mayBorrowers shall have the right, at any time and from time to time after the Agreement Date and prior to the Maturity Date, upon not less than at least three (3) Business Days’ prior written notice to the Administrative Agent, without premium or telephonic penalty, to cancel or reduce permanently all or a portion of the Revolving Loan Commitments, the DDTL Commitments, the SSI Revolving Loan Commitments, the SSI DDTL Commitments or, if applicable, the Incremental Facility Commitments; provided, however, that any such partial reduction shall be made in an amount not less than $5,000,000.00 and in an integral multiple of $1,000,000.00. As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitments, the DDTL Commitments, the SSI DDTL Commitments, the SSI Revolving Loan Commitments or, if applicable, the Incremental Facility Commitments, shall be permanently reduced to the amount stated in such notice confirmed in writing for all purposes herein, and the Borrowers shall, on a joint and several basis, pay to the Administrative Agent (which original written or telephonic notice for the Administrative Agent will promptly transmit by telefacsimile or telephone applicable Lenders the amount necessary to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, (A) any such partial reduction principal amount of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunderLoans, the aggregate Total DDT Loans, SSI DDT Loans, the SSI Revolving Outstandings exceed Loans or, if applicable, the Aggregate Incremental Facility Loans, then outstanding under the Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Loan Commitments, the Letter of Credit Sublimit and/or DDTL Commitments, the Swingline Sublimit exceed SSI DDTL Commitments, the SSI Revolving Loan Commitments, or, if applicable, the Incremental Facility Commitments, to not more than the amount of the Aggregate Revolving Loan Commitments, the Letter of Credit Sublimit and/or DDTL Commitments, the Swingline SublimitSSI DDTL Commitments, the SSI Revolving Loan Commitments, or, if applicable, the Incremental Facility Commitments, respectively, as applicableso reduced, shall be automatically reduced by together with accrued interest on the amount so prepaid and any commitment fees accrued through the date of such excess. (ii) The Borrower’s notice the reduction with respect to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)reduced.”

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, (A) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and Commitments, (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. , and (iiD) The Borrower’s notice to the Administrative Agent Aggregate Revolving Commitments shall designate not be reduced below $7,500,000 unless concurrently therewith they are terminated in whole and all Obligations are paid in full in cash or, in the date (which shall be a Business Day) case of such termination or reduction and Letters of Credit, Cash Collateralized in the amount of any partial reduction, and such termination or reduction 105% of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice issued and shall reduce the Revolving Commitments outstanding amount of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)such Letters of Credit.

Voluntary Commitment Reductions. (i) The Borrower mayshall have the right, at any time and from time to time after the Closing Date, upon not less than at least three (3) Business Days’ prior written notice to the Administrative Agent, without premium or telephonic notice confirmed penalty, to cancel or reduce permanently all or a portion of the Initial Revolving Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving Loan Commitment; provided, however, that any such partial reduction shall be made in writing an amount not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent reduction of the Initial Revolving Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Any reduction of the Initial Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent (which original written or telephonic notice for all Letter of Credit Obligations) and shall result in the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time termination of the Initial Revolving Loan Commitment and from time to time terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among Swingline Commitment. If the Lenders in accordance with their respective commitment percentage thereof); provided, (A) any such partial reduction of the Initial Revolving Commitments Loan Commitment requires the repayment of any LIBOR Advance, such repayment shall be in an aggregate minimum accompanied by any amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and required to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect be paid pursuant to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)Section 2.9 hereof.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at 2)At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.12(b), terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof)of any Class; provided, (A) any provided that each such partial reduction of the Revolving Commitments of any Class shall be in an aggregate minimum amount of $5,000,000 and 1,000,000 or an integral multiples multiple of $1,000,000 in excess of that such amount. To make a voluntary termination or reduction of the Commitments of any Class pursuant to Section 2.12(b)(i), (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) The Borrower’s notice to notify the Administrative Agent not later than 1:00 p.m. (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or reduction of the Revolving Commitments specified therein shall be become effective on the date specified therein; provided that a notice of termination or reduction of the Commitments of any Class under Section 2.12(b)(i) may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be rescinded by the Borrower’s Borrower (by notice and to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each voluntary reduction of the Commitments of any Class shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)the Lenders of such Class in accordance with their applicable Pro Rata Shares.

Voluntary Commitment Reductions. (i) The Borrower mayBorrowers shall, by notice from an Authorized Representative, have the right from time to time but not more frequently than once each calendar month, upon not less than three (3) Business Days’ prior ' written notice to the Agent, effective upon receipt, to repay Term Loans or reduce the Total Revolving Credit Commitment. The Agent shall give each Lender, within one (1) Business Day of receipt of such notice, telefacsimile notice, or telephonic notice (confirmed in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lenderwriting), at any time and from time to time terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, (A) any of such partial reduction. Each such reduction of the Revolving Commitments shall be in an the aggregate minimum amount of $5,000,000 and (or the Alternative Currency Equivalent Amount thereof in the case of a Revolving Loan) or such greater amount which is in an integral multiples multiple of $1,000,000 5,000,000 (or the Alternative Currency Equivalent Amount thereof in excess the case of that amounta Revolving Loan), (B) or the Borrower entire remaining Total Revolving Credit Commitment, and shall not terminate or permanently reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Credit Commitment. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Loans to the extent that the principal amount of Revolving Credit Outstandings exceed plus Letter of Credit Outstandings exceeds the Aggregate Total Revolving Commitments and (C) if, Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. No such repayment or reduction shall result in the payment of any reduction Eurodollar Rate Loan other than on the last day of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount Interest Period of such excess. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of Eurodollar Rate Loan unless such termination or reduction and the amount of any partial reductionprepayment is accompanied by amounts due, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)if any, under Section 5.5.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to Borrowers shall have the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender)------------------------------- right, at any time and from time to time terminate in whole after the Agreement Date and prior to the Maturity Date, upon at least three (3) Business Days' prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently reduce in part (i) all or a portion of the Revolving Loan Commitments, the Term Loan A Commitments (ratably among or, if applicable, the Lenders in accordance with their respective commitment percentage thereof)Incremental Facility Commitments; provided, (A) -------- however, that any such partial reduction shall be made in an amount not less ------- than $5,000,000.00 and in an integral multiple of $1,000,000.00. As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitments, Term Loan A Commitments or, if applicable, the Incremental Facility Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and permanently reduced to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of stated in such notice for all purposes herein, and the Aggregate Revolving CommitmentsBorrowers shall, the Letter of Credit Sublimit and/or the Swingline Sublimiton a joint and several basis, as applicable, shall be automatically reduced by the amount of such excess. (ii) The Borrower’s notice pay to the Administrative Agent shall designate for the date (which shall be a Business Day) applicable Lenders the amount necessary to reduce the principal amount of such termination or reduction and the Revolving Loans or, if applicable, Incremental Facility Loans then outstanding under the Revolving Loan Commitments or, if applicable, the Incremental Facility Commitments, respectively, to not more than the amount of any partial reductionRevolving Loan Commitments or, if applicable, the Incremental Facility Commitments, respectively, as so reduced, together with accrued interest on the amount so prepaid and such termination or reduction commitment fees accrued through the date of the Revolving Commitments reduction with respect to the amount reduced. Commitment reductions made pursuant to this Section 2.6 shall be effective on the date specified in the Borrower’s notice and shall reduce applied, with respect to the Revolving Commitments of each Lender proportionately Loan Commitments, pro rata to its Revolving Commitment Percentage thereof. (c)the reductions in Section 2.5(a) hereof.

Voluntary Commitment Reductions. (i) The Borrower mayshall have the right, at any time and from time to time after the Restatement Effective Date, upon not less than at least three (3) Business Days’ prior written notice to the Administrative Agent, without premium or telephonic notice confirmed penalty, to cancel or reduce permanently all or a portion of (a) the Initial Revolving Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving Loan Commitment or (b) the Initial Revolving-1 Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving-1 Loan Commitment; provided, however, that in writing each case any such partial reduction shall be made in an amount not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent reduction of the Initial Revolving Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Each permanent reduction of the Initial Revolving-1 Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving-1 Loans after such reduction to the Initial Revolving-1 Loan Commitment as so reduced. Any reduction of the Initial Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent (which original written or telephonic notice for all Letter of Credit Obligations) and shall result in the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time termination of the Initial Revolving Loan Commitment and from time to time terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, (A) any such partial Swingline Commitment. Any reduction of the Revolving Commitments Initial Revolving-1 Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving-1 Loans and shall result in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction termination of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)Initial Revolving-1

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile facsimile, electronic mail or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part (ia) the Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, (A1) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount, (B2) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Outstanding Amount of Revolving Outstandings exceed Obligations exceeds the Aggregate Revolving Commitments and (C3) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. excess or (iib) The Borrower’s notice to the Administrative Agent shall designate Term Loan Commitment (ratably among the date Lenders in accordance with their respective commitment percentage thereof); provided, (which shall be a Business Day1) of any such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments Term Loan Commitment shall be effective on in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and (2) the date specified in the Borrower’s notice and Borrower shall not terminate or reduce the Revolving Commitments Term Loan Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)Term Loan Obligations exceeds the Term Loan Commitment, as so reduced..

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to shall have the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender)right, at any time and from time to time terminate in whole after the Closing Date, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently reduce in part (i) all or a portion of the Revolving Commitments (ratably Loan Commitment, on a pro rata basis among the Lenders in accordance with their respective commitment percentage thereof); a Revolving Loan Commitment, provided, (A) however, that any such partial reduction of the Revolving Commitments shall be made in an aggregate minimum amount of not less than $5,000,000 and in integral multiples of not less than $1,000,000 in excess 1,000,000. Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of that amount, (B) the Borrower shall not terminate or principal sufficient to reduce the Aggregate aggregate outstanding Revolving Commitments ifLoans, after giving effect thereto Swingline Loans and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline SublimitObligations, as applicable, after such reduction to the Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Revolving Loan Commitment as so reduced, the Borrower shall be automatically reduced required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount of equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Any reduction of the Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Revolving Loans and Swingline Loans (ii) The Borrower’s notice and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall designate result in the date (which shall be a Business Day) termination of such termination or reduction the Revolving Loan Commitment and the amount of any partial reduction, and such termination or Swingline Commitment. If the reduction of the Revolving Commitments Loan Commitment requires the repayment of any LIBOR Advance, such repayment shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately accompanied by any amount required to its Revolving Commitment Percentage thereof. (c)be paid pursuant to Section 2.9 hereof.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to shall have the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender)right, at any time and from time to time terminate in whole after the Agreement Date and prior to the Maturity Date, upon at least three (3) Business Days' prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently reduce in part (i) all or a portion of the Revolving Commitments Loan Commitment (ratably among or the Incremental Facility Commitment) on the basis of the respective Revolving Loan Commitment Ratios (or the Incremental Facility Commitment Ratios) of the Lenders in accordance with their respective commitment percentage thereofapplicable to the Revolving Loan Commitment (or the Incremental Facility Commitment); providedPROVIDED, (A) HOWEVER, that any such partial reduction shall be made in an amount not less than $1,000,000 and in integral multiples of not less than $1,000,000. As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitment (or the Incremental Facility Commitment) shall be permanently reduced to the amount stated in the Borrower's notice for all purposes herein, and the Borrower shall pay to the Administrative Agent for the Lenders the amount necessary to reduce the principal amount of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, Loans (Bor Incremental Facility Loans) then outstanding under the Borrower shall Revolving Loan Commitment (or the Incremental Facility Commitment) to not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed more than the amount of the Aggregate Revolving CommitmentsLoan Commitment (or the Incremental Facility Commitment) as so reduced, together with accrued interest on the Letter amount so prepaid and commitment fees accrued through the date of Credit Sublimit and/or the Swingline Sublimit, as applicable, reduction with respect to the amount reduced. Reductions in the Revolving Loan Commitment pursuant to this Section shall be automatically reduced by the amount of such excess. (ii) The Borrower’s notice applied pro rata to the Administrative Agent shall designate the date (which shall be a Business Daythen remaining reductions set forth in Section 2.5(a) of such termination or reduction and the amount of any partial reduction, and such termination or reduction hereof in inverse order of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)reductions set forth therein.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage Revolving Commitment Percentage thereof) or the Term Loan A Commitments (ratably among the Lenders in accordance with their respective Term Loan A Commitment Percentage thereof); provided, (A) any such partial reduction of the Revolving Commitments or Term Loan A Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Outstanding Amount of Revolving Outstandings exceed Obligations exceeds the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c).

Voluntary Commitment Reductions. and 1.1.4 (Scheduled Commitment Reductions), the Revolving Credit Commitment shall be permanently reduced by an amount equal to the Unapplied Net Proceeds on each Application Date, provided that in lieu of reducing the Revolving Credit Commitment, or in combination with reducing the Revolving Credit Commitment, the Company may upon five (5) Business Days' written notice to the Agent prior to the Application Date (i) The Borrower mayprepay Term A Loan and/or Term B Loan and/or (ii) reduce the Revolving Credit Commitment, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing such that the total amount of the Revolving Credit Commitment and the outstanding Term Loans, collectively, is reduced by an amount equal to the Administrative Agent (which original written or telephonic notice Unapplied Net Proceeds on each Application Date. In addition to the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender)foregoing, at any time and from that the Company makes a disposition of assets that would require a prepayment under the Senior Subordinated Indenture if those proceeds are not used to pay down the Loans, the facility will be permanently reduced pursuant to this Subsection 1.1.5. Any time to time terminate in whole or permanently reduce in part (i) that the Revolving Commitments Credit Commitment is reduced pursuant to this Subsection 1.1.5, the Company shall concurrently prepay the Revolving Loans and/or Swing Loans in an amount equal to the amount by which the Revolving Credit Commitment is reduced. Notwithstanding the foregoing if a sale is effected by the Company (ratably among the Lenders in accordance with their respective commitment percentage thereof); providedor by Susquehanna Cable and/or its Subsidiaries) of stock or assets of Susquehanna Cable and its Subsidiaries, (A) any such partial reduction a portion of the Revolving Commitments shall proceeds of such sale may be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced used by the amount of such excess. (ii) The Borrower’s notice Company to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)pay or

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to shall have the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender)right, at any time and from time to time terminate in whole or permanently reduce in part after the Agreement Date, but prior to, (ia) with respect to the Revolving Commitments Loan Commitment, the Revolving Loan Maturity Date, and (ratably among b) with respect to the Term Loan A Commitment, the Term Loan A Draw Termination Date, upon at least three (3) Business Days' prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Revolving Loan Commitment and the Term Loan A Commitment pro rata on the basis of the respective Commitment Ratios of the Lenders in accordance with their respective commitment percentage thereof)applicable to the Revolving Loan Commitment and the Term Loan A Commitment, respectively; provided, (A) however, that any such partial reduction shall be made in an amount not less than $2,000,000 and in an integral multiple of $1,000,000. As of the Revolving Commitments shall be date of cancellation or reduction set forth in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereundersuch notice, the aggregate Total Revolving Outstandings exceed Loan Commitment and the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline SublimitTerm Loan A Commitment, as applicable, shall be automatically permanently reduced by to the amount of stated in such excess. (ii) The Borrower’s notice for all purposes herein, and the Borrower shall pay to the Administrative Agent shall designate for the date (which shall Lenders the amount necessary to reduce the principal amount of the Loans then outstanding under Revolving Loan Commitment and the Term Loan A Commitment, or take such other action as may be a Business Day) necessary to repay, cancel or otherwise discharge the Letter of such termination or reduction and Credit Obligations, as applicable, to not more than the amount of any partial reductionRevolving Loan Commitment and the Term Loan A Commitment, as applicable, as so reduced, together with accrued interest on the amount so prepaid and such termination or reduction commitment fees accrued through the date of the reduction with respect to the amount reduced. Reductions to the Revolving Commitments Loan Commitment under this Section 2.6 shall be effective on applied to the date specified reductions set forth in Section 2.5(a) hereof pro rata across the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)reductions set forth therein.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to shall have the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender)right, at any time and from time to time terminate in whole after the Restatement Effective Date, upon at least three (3) U.S. Government Securities Business Days’ prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently reduce in part all or a portion of (ia) the Revolving Commitments (ratably Initial Revolving-A Loan Commitment on a pro rata basis among the Lenders in accordance with their respective commitment percentage thereof)an Initial Revolving-A Loan Commitment or (b) the Initial Revolving Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving Loan Commitment or (b) the Initial Revolving-1 Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving-1 Loan Commitment; provided, (A) however, that in each case any such partial reduction of the Revolving Commitments shall be made in an aggregate minimum amount of not less than $5,000,000 and in integral multiples of not less than $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any 1,000,000. Each permanent reduction of the Aggregate Initial Revolving-A Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving-A Loans after such reduction to the Initial Revolving-A Loan Commitment as so reduced. Each permanent reduction of the Initial Revolving CommitmentsLoan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving Loans, the Swingline Loans and Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline SublimitObligations, as applicable, after such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reduced, the Borrower shall be automatically reduced required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount of equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Each permanent reduction of the Initial Revolving-1 Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving-1 Loans after such reduction to the Initial Revolving-1 Loan Commitment as so reduced. Any reduction of the Initial Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (ii) The Borrower’s notice and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall designate result in the date (which shall be a Business Day) termination of such termination or reduction the Initial Revolving Loan Commitment and the amount of any partial reduction, and such termination or Swingline Commitment. Any reduction of the Revolving Commitments Initial Revolving-1Revolving-A Loan Commitment to zero shall be effective on the date specified accompanied by payment of all outstanding Initial Revolving-1Revolving-A Loans and shall result in the Borrower’s notice and termination of the Initial Revolving-1Revolving-A Loan Commitment. If the reduction of the Initial RevolvingRevolving-A Loan Commitment or the Initial Revolving-1 Loan Commitment, as applicable, requires the repayment of any Term SOFR Advance, such repayment shall reduce the Revolving Commitments of each Lender proportionately be accompanied by any amount required to its Revolving Commitment Percentage thereofbe paid pursuant to Section 2.9 hereof. (c)66

Voluntary Commitment Reductions. (i) The Borrower may, shall have the right any time and from time to time time, without premium or penalty, upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender)written, at any time and from time to time terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, (A) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) The Borrower’s irrevocable notice to the Administrative Agent shall designate to permanently reduce, in whole multiples of $5,000,000 of principal, or terminate the date (which Revolving Credit Commitments; provided that any such reduction or termination shall be a Business Dayaccompanied by (a) the payment in full of such termination or reduction and any Commitment Fee then accrued on the amount of any partial reduction, such reduction or termination and such termination or reduction (b) the prepayment of the Revolving Credit Loans, together with the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.10 [Indemnity] hereof), to the extent that the Revolving Facility Usage exceeds the Revolving Credit CommitmentCommitments as so reduced or terminated, and provided further that the Revolving Credit Commitments may not be reduced below the Revolving Facility Usage. Each reduction of Revolving Credit Commitments shall be effective on the date specified in the Borrower’s notice and shall pro-ratably reduce the Revolving Credit Commitments of each Lender proportionately the Lenders. From the effective date of any such reduction or termination the obligations of the Borrower to its Revolving pay the Commitment Percentage thereof. (c)Fee pursuant to Section 2.3 [Commitment Fees] shall correspondingly be reduced or cease.

Voluntary Commitment Reductions. (i) The Borrower mayshall have the right, at any time and from time to time after the Restatement Effective Date, upon not less than at least three (3) Business Days’ prior written notice to the Administrative Agent, without premium or telephonic notice confirmed penalty, to cancel or reduce permanently all or a portion of the Initial Revolving Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving Loan Commitment; provided, however, that any such partial reduction shall be made in writing an amount not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent reduction of the Initial Revolving Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Any reduction of the Initial Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent (which original written or telephonic notice for all Letter of Credit Obligations) and shall result in the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time termination of the Initial Revolving Loan Commitment and from time to time terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among Swingline Commitment. If the Lenders in accordance with their respective commitment percentage thereof); provided, (A) any such partial reduction of the Initial Revolving Commitments Loan Commitment requires the repayment of any LIBOR Advance, such repayment shall be in an aggregate minimum accompanied by any amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and required to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect be paid pursuant to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)Section 2.9 hereof.

Voluntary Commitment Reductions. (i) The Borrower mayBorrowers shall have the right, at any time and from time to time after the Agreement Date and prior to the Maturity Date, upon not less than at least three (3) Business Days’ prior written notice to the Administrative Agent, without premium or telephonic penalty, to cancel or reduce permanently all or a portion of the Revolving Loan Commitments, the DDTL Commitments or, if applicable, the Incremental Facility Commitments; provided, however, that any such partial reduction shall be made in an amount not less than $5,000,000.00 and in an integral multiple of $1,000,000.00. As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitments, the DDTL Commitments or, if applicable, the Incremental Facility Commitments, shall be permanently reduced to the amount stated in such notice confirmed in writing for all purposes herein, and the Borrowers shall, on a joint and several basis, pay to the Administrative Agent (which original written or telephonic notice for the Administrative Agent will promptly transmit by telefacsimile or telephone applicable Lenders the amount necessary to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, (A) any such partial reduction principal amount of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunderLoans, the aggregate Total DDT Loans or, if applicable, the Incremental Facility Loans, then outstanding under the Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Loan Commitments, the Letter of Credit Sublimit and/or DDTL Commitments or, if applicable, the Swingline Sublimit exceed Incremental Facility Commitments, to not more than the amount of the Aggregate Revolving Loan Commitments, the Letter of Credit Sublimit and/or DDTL Commitments or, if applicable, the Swingline SublimitIncremental Facility Commitments, respectively, as applicableso reduced, shall be automatically reduced by together with accrued interest on the amount so prepaid and any commitment fees accrued through the date of such excess. (ii) The Borrower’s notice the reduction with respect to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)reduced.

Voluntary Commitment Reductions. (i) The Borrower may, shall have the right from time to time (but not more frequently than once during any fiscal quarter of the Borrower), upon not less than three five (35) Business Days’ prior Days written or notice from an Authorized Representative to the Agent, to reduce the Revolving Credit Commitment. The Agent shall give each Lender, within one (1) Business Day, telephonic notice (confirmed in writing writing) of any such reduction. Each such reduction shall be in the amount of $2,000,000 (or the FF Equivalent Amount with respect to FF Revolving Loans) or an integral multiple of $500,000 (or the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone FF Equivalent Amount with respect to each applicable Lender), at any time FF Revolving Loans) in excess thereof and from time to time terminate in whole or shall permanently reduce in part (i) the Total Revolving Credit Commitment and the Revolving Commitments (ratably among Credit Commitment of each Lender pro rata. No such reduction shall be permitted that results in the Lenders in accordance with their respective commitment percentage thereof); providedpayment of any Fixed Rate Revolving Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, (A) any such partial if any, under Section 5.5 hereof. Each reduction of the Revolving Commitments Credit Commitment shall be in an aggregate minimum accompanied by payment of the principal amount of $5,000,000 the Revolving Credit Outstandings to be so reduced pursuant to the notice delivered in accordance with this Section 3.6 to the extent that the sum of the Dollar Value all Revolving Credit Outstandings and integral multiples Letter of $1,000,000 in excess of that amount, (B) Credit Outstandings exceeds the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, Credit Commitment after giving effect to any such reduction, together with accrued and unpaid interest on the amounts prepaid. A reduction of the Aggregate Total Revolving Commitments, Credit Commitment to zero and payment by the Letter Borrower of all Obligations (including the payment of all Term Loan Outstandings and the discharge of all obligations of Issuing Bank and the Lenders with respect to Letters of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitmentsand Participations) shall, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) The Borrower’s notice subject to the Administrative Agent shall designate the date terms and conditions of Section 15.7 hereof, be deemed a cancellation and termination of this Agreement (other than with respect to Sections 4.2(g), 9.14, 13.7, 15.4 and 15.8 hereof, which shall be a Business Day) of survive any such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (ctermination).

Voluntary Commitment Reductions. After the Restatement Date, the Borrower shall have the right, upon at least five (i5) The Borrower mayBusiness Days' prior written notice to the Agent and the Revolving Lenders, in the case of any reduction in the Revolving Loan Commitments, and the Supplemental Revolving Lenders, in the case of any reduction in the Supplemental Revolving Loan Commitments, given prior to 10:00 a.m. (New York City time) on the fifth Business Day preceding the proposed reduction date, without premium or penalty, to permanently reduce or terminate the unutilized portion of the aggregate of the Total Revolving Loan Commitments or Total Supplemental Revolving Loan Commitments in whole at any time or in part from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed time, in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, (A) any such partial reduction of the Revolving Commitments shall be in an a minimum aggregate minimum amount of $5,000,000 and (unless the Total Revolving Loan Commitments or Total Supplemental Revolving Loan Commitments, as the case may be, at such time is less than $10,000,000, in which case, in an amount equal to the Total Revolving Loan Commitments or Total Supplemental Revolving Loan Commitments at such time) and, if such reduction is greater than $5,000,000, in integral multiples of $1,000,000 in excess above such minimum; provided, however, that (i) no such reduction or termination of that amount, (B) the Borrower Revolving Loan Commitments shall not terminate or reduce the Aggregate Revolving Commitments be permitted if, after giving effect thereto and to any concurrent prepayments hereunderprepayment or payment of the Revolving Loans and Swing Line Loans on the proposed reduction date, the then outstanding aggregate Total principal amount of Revolving Outstandings Loans and Swing Line Loans plus the then aggregate amount of L/C Obligations outstanding would exceed the Aggregate aggregate Revolving Loan Commitments and of the Revolving Lenders then in effect, (Cii) no such reduction or termination of the Supplemental Revolving Loan Commitments shall be permitted if, after giving effect thereto and to any prepayment or payment of the Supplemental Revolving Loans on the proposed reduction date, the aggregate principal amount of Supplemental Revolving Loans outstanding for all Supplemental Revolving Lenders would exceed the aggregate Supplemental Revolving Loan Commitments of the Supplemental Revolving Lenders then in effect, and (iii) all prepayments of Eurodollar Rate Loans shall be subject to Section 2.16. Any such reduction of the Aggregate Total Revolving Loan Commitments and the Total Supplemental Revolving Loan Commitments shall be made in conjunction with one another on a proportionate basis (with the $5,000,000 minimum amount specified in the preceding sentence applying to the aggregate amount of Revolving Loan Commitments and Supplemental Revolving Loan Commitments being reduced) and any such reduction shall apply proportionately to the Revolving Loan Commitments of the Revolving Lenders and the Supplemental Revolving Loan Commitments of the Supplemental Revolving Lenders based on such Lender's Revolving Loan Pro Rata Share or Supplemental Revolving Loan Pro Rata Share, as applicable. Simultaneously with each reduction or termination of the Revolving Loan Commitments, the Letter Borrower shall pay to the Agent for the account of Credit Sublimit and/or each Revolving Lender the Swingline Sublimit exceed Revolving Loan Commitment Fee accrued on the amount of the Aggregate Revolving Loan Commitments so reduced or terminated through the date thereof. Simultaneously with each reduction or termination of the Supplemental Revolving Loan Commitments, the Letter Borrower shall pay to the Agent for the account of Credit Sublimit and/or each Supplemental Revolving Lender the Swingline Sublimit, as applicable, shall be automatically reduced by Supplemental Revolving Loan Commitment Fee accrued on the amount of such excess. (ii) The Borrower’s notice to the Administrative Agent shall designate Supplemental Revolving Loan Commitments so reduced or terminated through the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c).

Voluntary Commitment Reductions. (i) The Borrower mayBorrowers, from time to time upon not less than at least three (3) Business Days’ ' prior written or telephonic notice confirmed in writing to the Administrative Collateral Agent from the Borrowers (which original written or telephonic notice the Administrative Collateral Agent will shall promptly transmit by telefacsimile or telephone to each applicable Lender), shall have the right, at any time and from time to time time, (A) to terminate in whole or permanently reduce in part the unfunded portion of the Term Loan Commitments and (iB) to terminate in whole or permanently reduce in part the Revolving Credit Commitments; provided that, in the case of a termination of the Revolving Credit Commitments, the Borrowers shall have made whatever payment may be required to reduce the outstanding principal amount of the Revolving Loans by the aggregate amount required such that the Revolving Credit Obligations, after giving effect to such payment, will equal an amount less than or equal to the Revolving Credit Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, (A) any such as reduced or terminated. Any partial reduction of the Term Loan Commitments or Revolving Credit Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any . Each reduction of the Aggregate Revolving Commitments, Term Loan Commitments shall reduce the Letter Term Loan Commitments of Credit Sublimit and/or each Term Lender proportionately in accordance with its Term Loan Pro Rata Share and each installment amount set forth in Section 2.01(b)(ii) allocated to the Swingline Sublimit exceed then unfunded Term Loan Commitments pro rata based on the amount then unfunded amounts thereof. Each reduction of the Aggregate Revolving Commitments, Credit Commitments shall reduce the Letter Revolving Credit Commitment of each Revolving Lender proportionately in accordance with its Revolving Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount Pro Rata Share. Any notice of such excess. (ii) The Borrower’s notice termination or reduction given to the Administrative Collateral Agent under this Section 4.01(a)(ii) shall designate specify (A) the date (which shall be a Business Day) of such termination or reduction and the amount of any and, with respect to a partial reduction, the aggregate principal amount thereof and (B) whether such termination or reduction is of the Term Loan Commitments or Revolving Credit Commitments. When notice of termination or reduction is delivered as provided herein, the principal amount of the Revolving Commitments Loans specified in the notice shall be effective become due and payable on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)such notice.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed in writing by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part (i) part, without premium or penalty, the Revolving Commitments (ratably among in an amount up to the Lenders in accordance with their respective commitment percentage thereof)amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided, (A) provided that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. For the avoidance of doubt, (B) prior to the Borrower shall not terminate 2018 Revolving Commitment Termination Date, all voluntary terminations or reduce the Aggregate reductions of Revolving Commitments if, after giving effect thereto and pursuant to any concurrent prepayments hereunder, this paragraph shall be applied to the aggregate Total Revolving Outstandings exceed the Aggregate 2018 Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate 2020 Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excessCommitments on a pro rata basis. (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments Commitment of each Lender proportionately to its Revolving Commitment Percentage Pro Rata Share thereof; provided that a notice of termination or partial reduction may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of termination or partial reduction may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. (c)2.14

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile facsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part (ia) the Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, (A1) any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount, (B2) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Outstanding Amount of Revolving Outstandings exceed Obligations exceeds the Aggregate Revolving Commitments and (C3) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. excess or (iib) The Borrower’s notice to the Administrative Agent shall designate Term Loan Commitment (ratably among the date Lenders in accordance with their respective commitment percentage thereof); provided, (which shall be a Business Day1) of any such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments Term Loan Commitment shall be effective on in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and (2) the date specified in the Borrower’s notice and Borrower shall not terminate or reduce the Revolving Commitments Term Loan Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)Term Loan Obligations exceeds the Term Loan Commitment, as so reduced.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.13(b), terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among in an amount up to the Lenders in accordance with their respective commitment percentage thereof)amount by which the Maximum Credit exceeds the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided, (A) any provided that each such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and or an integral multiples multiple of $1,000,000 in excess of that such amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) The Borrower’s notice To make a voluntary termination or reduction of the Revolving Commitments pursuant to Section 2.13(b)(i), the Borrower shall notify the Administrative Agent not later than 1:00 p.m. (New York City time) at least three Business Days prior to the date of effectiveness of such termination or reduction. Each such notice shall designate specify the termination or reduction date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the termination or reduction of the Revolving Commitments specified therein shall be become effective on the date specified in the Borrower’s therein; provided that a notice and shall reduce of termination or reduction of the Revolving Commitments under Section 2.13(b)(i) may state that such notice is conditioned upon the occurrence of each Lender proportionately one or more events specified therein, in which case such notice may be rescinded by the Borrower (by notice to its Revolving Commitment Percentage thereofthe Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c)Promptly following receipt of any such notice, the Administrative DMFIRM #406105327 v12 117

Voluntary Commitment Reductions. (ia) The Borrower may, from time to time upon not less than three five (35) Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Facility Agent (which original written or telephonic notice and the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender)Class B Agent, at any time and from time to time time: (i) terminate in whole or permanently reduce in part the Class A Revolving Maximum Amount in an amount up to the amount by which the Class A Revolving Maximum Amount exceeds the Total Utilization of Class A Revolving Maximum Amount at the time of such proposed termination or reduction; provided, any such partial reduction of the Class A Revolving Maximum Amount shall be in an aggregate minimum amount of Five Hundred Thousand Dollars (i$500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount; (ii) terminate in whole or permanently reduce in part the Class B Revolving Commitments (ratably among in an amount up to the Lenders in accordance with their respective commitment percentage thereof)amount by which the total Class B Revolving Commitments exceed the Total Utilization of Class B Revolving Commitments at the time of such proposed termination or reduction; provided, (A1) any such partial reduction of the Class B Revolving Commitments shall be in an aggregate minimum amount of One Hundred Thousand Dollars ($5,000,000 100,000) and integral multiples of One Hundred Thousand Dollars ($1,000,000 100,000) in excess of that amount, ; [***] (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (iib) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business DayDistribution Date) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the applicable Revolving Commitments shall be effective on the date Distribution Date specified in the Borrower’s notice and shall reduce the applicable Revolving Commitments Commitment of each applicable Class A Revolving Lender and/or Class B Revolving Lender proportionately to its Revolving Commitment Percentage applicable Pro Rata Share thereof. (c)) To the extent that the Revolving Commitments are reduced to zero pursuant to this Section and the Borrower notifies the Facility Agent and the Class B Agent in writing that it wishes to terminate this Agreement, each of the parties hereto agrees that upon full and final repayment of any amounts due by the Borrower hereunder, this Agreement and any related security interests and other ancillary documents shall be terminated and released and will be of no further force and effect, except for any obligations herein that by their terms are expressed to survive the termination of this Agreement. Each of the parties agrees to do and perform, from time to time, any and all acts and to execute and deliver any and all further instruments required or reasonably requested by any other party to more fully effect the termination and release.

Voluntary Commitment Reductions. (i) The Borrower mayshall have the right, at any time and from time to time after the Agreement Date and prior to the Maturity Date, upon not less than at least three (3) Business Days’ prior written notice to the Administrative Agent, without premium or telephonic penalty, to cancel or reduce permanently all or a portion of the Revolving Loan Commitments, the DDTL Commitments or, if applicable, the Incremental Facility Commitments; provided, however, that any such partial reduction shall be made in an amount not less than $5,000,000.00 and in an integral multiple of $1,000,000.00. As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitments, the DDTL Commitments or, if applicable, the Incremental Facility Commitments, shall be permanently reduced to the amount stated in such notice confirmed in writing for all purposes herein, and the Borrower shall pay to the Administrative Agent (which original written or telephonic notice for the Administrative Agent will promptly transmit by telefacsimile or telephone applicable Lenders the amount necessary to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, (A) any such partial reduction principal amount of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunderLoans, the aggregate Total DDT Loans or, if applicable, the Incremental Facility Loans, then outstanding under the Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Loan Commitments, the Letter of Credit Sublimit and/or DDTL Commitments or, if applicable, the Swingline Sublimit exceed Incremental Facility Commitments, to not more than the amount of the Aggregate Revolving Loan Commitments, the Letter of Credit Sublimit and/or DDTL Commitments or, if applicable, the Swingline SublimitIncremental Facility Commitments, respectively, as applicableso reduced, shall be automatically reduced by together with accrued interest on the amount so prepaid and any commitment fees accrued through the date of such excess. (ii) The Borrower’s notice the reduction with respect to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)reduced.

Voluntary Commitment Reductions. After the Restatement Date, the Borrower shall have the right, upon at least five (i5) The Borrower mayBusiness Days' prior written notice to the Agent and the Revolving Lenders, in the case of any reduction in the Revolving Loan Commitments, and the Supplemental Revolving Lenders, in the case of any reduction in the Supplemental Revolving Loan Commitments, given prior to 10:00 a.m. (New York City time) on the fifth Business Day preceding the proposed reduction date, without premium or penalty, to permanently reduce or terminate the unutilized portion of the aggregate of the Total Revolving Loan Commitments or Total Supplemental Revolving Loan Commitments in whole at any time or in part from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed time, in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part (i) the Revolving Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, (A) any such partial reduction of the Revolving Commitments shall be in an a minimum aggregate minimum amount of $5,000,000 and (unless the Total Revolving Loan Commitments or Total Supplemental Revolving Loan Commitments, as the case may be, at such time is less than $10,000,000, in which case, in an amount equal to the Total Revolving Loan Commitments or Total Supplemental Revolving Loan Commitments at such time) and, if such reduction is greater than $5,000,000, in integral multiples of $1,000,000 in excess above such minimum; provided, however, that (i) no such reduction or termination of that amount, (B) the Borrower Revolving Loan Commitments shall not terminate or reduce the Aggregate Revolving Commitments be permitted if, after giving effect thereto and to any concurrent prepayments hereunderprepayment or payment of the Revolving Loans and Swing Line Loans on the proposed reduction date, the then outstanding aggregate Total principal amount of Revolving Outstandings Loans and Swing Line Loans plus the then aggregate amount of L/C Obligations and Fxxxxxxx L/C Obligations outstanding would exceed the Aggregate aggregate Revolving Loan Commitments and of the Revolving Lenders then in effect, (Cii) no such reduction or termination of the Supplemental Revolving Loan Commitments shall be permitted if, after giving effect thereto and to any prepayment or payment of the Supplemental Revolving Loans on the proposed reduction date, the aggregate principal amount of Supplemental Revolving Loans outstanding for all Supplemental Revolving Lenders would exceed the aggregate Supplemental Revolving Loan Commitments of the Supplemental Revolving Lenders then in effect, and (iii) all prepayments of Eurodollar Rate Loans shall be subject to Section 2.16. Any such reduction of the Aggregate Total Revolving Loan Commitments and the Total Supplemental Revolving Loan Commitments shall be made in conjunction with one another on a proportionate basis (with the $5,000,000 minimum amount specified in the preceding sentence applying to the aggregate amount of Revolving Loan Commitments and Supplemental Revolving Loan Commitments being reduced) and any such reduction shall apply proportionately to the Revolving Loan Commitments of the Revolving Lenders and the Supplemental Revolving Loan Commitments of the Supplemental Revolving Lenders based on such Lender's Revolving Loan Pro Rata Share or Supplemental Revolving Loan Pro Rata Share, as applicable. Simultaneously with each reduction or termination of the Revolving Loan Commitments, the Letter Borrower shall pay to the Agent for the account of Credit Sublimit and/or each Revolving Lender the Swingline Sublimit exceed Revolving Loan Commitment Fee accrued on the amount of the Aggregate Revolving Loan Commitments so reduced or terminated through the date thereof. Simultaneously with each reduction or termination of the Supplemental Revolving Loan Commitments, the Letter Borrower shall pay to the Agent for the account of Credit Sublimit and/or each Supplemental Revolving Lender the Swingline Sublimit, as applicable, shall be automatically reduced by Supplemental Revolving Loan Commitment Fee accrued on the amount of such excess. (ii) The Borrower’s notice to the Administrative Agent shall designate Supplemental Revolving Loan Commitments so reduced or terminated through the date (which shall be a Business Day) of such termination or thereof. Any reduction and in the amount of any partial reduction, and such termination or reduction Revolving Loan Commitment of the Revolving Commitments shall be effective Swing Line Lender below $25,000,000 shall, without any further action on the date specified part of the Borrower, cause a dollar for dollar reduction in the Borrower’s notice and Swing Line Commitment of the Swing Line Lender. Notwithstanding the foregoing, the Borrower shall reduce not be entitled to terminate the Total Revolving Commitments Loan Commitment in full unless, concurrently therewith, the Borrower terminates the Fxxxxxxx Letters of each Lender proportionately to its Revolving Commitment Percentage thereof. Credit (c)whether by obtaining a replacement letter of credit therefor, repaying the Fxxxxxxx Xxxxx or otherwise) such that no Fxxxxxxx L/C Obligations remain outstanding.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to shall have the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender)right, at any time and from time to time terminate in whole or permanently reduce in part (i) after the Agreement Date and prior to the Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date, Term Loan C Maturity Date and Incremental Facility Maturity Date, as applicable, upon at least three (3) Business Days' prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Revolving Loan Commitments (ratably among or the Incremental Facility Commitments) on the basis of the respective Revolving Loan Commitment Ratios (or the Incremental Facility Commitment Ratios) of the Lenders in accordance with their respective commitment percentage thereofapplicable to the Revolving Loan Commitments (or the Incremental Facility Commitments); provided, (A) however, that the Borrower shall reimburse the Lenders and the Administrative Agent, on demand by the applicable Lender or the Administrative Agent, for any loss or out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.10 hereof; provided further, however, that Borrower's failure to confirm any telephonic notice with a written notice, shall not invalidate any notice so given if acted upon by the Administrative Agent; provided further, however, that any such partial reduction shall be made in an amount not less than $1,000,000 and in integral multiples of not less than $1,000,000. As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitments (or the Incremental Facility Commitments) shall be permanently reduced to the amount stated in the Borrower's notice for all purposes herein, and the Borrower shall pay to the Administrative Agent for the Lenders the amount necessary to reduce the principal amount of the Revolving Loans and the Swing Line Loans (or Incremental Facility Loans) then outstanding under the Revolving Loan Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (Bor the Incremental Facility Commitments) the Borrower shall to not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed more than the amount of the Aggregate Revolving Loan Commitments (or the Incremental Facility Commitments) as so reduced, together with accrued interest on the Letter amount so prepaid and commitment fees accrued through the date of Credit Sublimit and/or the Swingline Sublimit, as applicable, reduction with respect to the amount reduced. Reductions in the Revolving Loan Commitments pursuant to this Section shall be automatically reduced by the amount of such excess. (ii) The Borrower’s notice applied pro rata to the Administrative Agent shall designate the date (which shall be a Business Daythen remaining reductions set forth in Section 2.5(a) of such termination or reduction and the amount of any partial reduction, and such termination or reduction hereof in inverse order of the Revolving Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)reductions set forth therein.

Voluntary Commitment Reductions. (i) The Borrower mayBorrower, from time to time upon not less than at least three (3) Business Days’ ' prior written or telephonic notice confirmed in writing to the Administrative Agent from the Borrower (which original written or telephonic notice the Administrative Agent will shall promptly transmit by telefacsimile or telephone to each applicable Lender), shall have the right, at any time and from time to time time, to terminate in whole or permanently reduce in part (i) the Revolving Credit Commitments; provided that, the Borrower shall have made whatever payment may be required to reduce the outstanding principal amount of the Revolving Loans by the aggregate amount required such that the Revolving Credit Obligations, after giving effect to such payment, will equal an amount less than or equal to the Revolving Credit Commitments (ratably among the Lenders in accordance with their respective commitment percentage thereof); provided, (A) any such as reduced or terminated. Any partial reduction of the Revolving Credit Commitments shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Total Revolving Outstandings exceed the Aggregate Revolving Commitments and (C) if, after giving effect to any . Each reduction of the Aggregate Revolving Commitments, Credit Commitments shall reduce the Letter Revolving Credit Commitment of each Revolving Lender proportionately in accordance with its Revolving Credit Sublimit and/or the Swingline Sublimit exceed the amount Pro Rata Share. Any notice of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of such excess. (ii) The Borrower’s notice termination or reduction given to the Administrative Agent under this Section 4.01(a)(ii) shall designate specify the date (which shall be a Business Day) of such termination or reduction and the amount of any and, with respect to a partial reduction, and such the aggregate principal amount thereof. When notice of termination or reduction is delivered as provided herein, the principal amount of the Revolving Commitments Loans specified in the notice shall be effective become due and payable on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)such notice.

Voluntary Commitment Reductions. (i) The Borrower may, from time to time upon not less than three (3) Business Days’ prior written or telephonic notice promptly confirmed in writing by delivery of written notice thereof to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part part, without premium or penalty, (i) the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments or (ratably among ii) the Lenders Delayed Draw Term Loan Commitments in accordance with their respective commitment percentage thereof)an amount up to the amount by which the Delayed Draw Term Loan Commitments exceed the outstanding amount of Delayed Draw Term Loans, in each case at the time of such proposed termination or reduction; provided, (A) any such partial reduction of the Revolving Commitments or Delayed Draw Term Loan Commitments, as applicable, shall be be, unless otherwise agreed by the Administrative Agent, in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount, amount (B) or such lesser amount which constitutes the Borrower shall not terminate or reduce the Aggregate full amount of Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, in excess of the aggregate Total Revolving Outstandings exceed the Aggregate Utilization of Revolving Commitments and (C) if, after giving effect to any reduction of the Aggregate Revolving or unutilized Delayed Draw Term Loan Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit exceed the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swingline Sublimit, as applicable, shall be automatically reduced by the amount of at such excesstime). (ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Any Revolving Commitments shall or Delayed Draw Term Loan Commitments terminated under this Section 2.12(b) may not be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitments of each Lender proportionately to its Revolving Commitment Percentage thereof. (c)re-established.