Common use of Termination and Reduction Clause in Contracts

Termination and Reduction. of the Working Capital ------------------------------------------------ Commitments. ----------- (i) The Company may, at any time, upon not less than thirty days' prior written notice to the Agent, a copy of which shall promptly be provided by the Agent to each Lender, reduce the aggregate Working Capital Commitment Amount, with any such reduction in a minimum amount of $1,000,000, or, if more, in an integral multiple of $500,000 in excess thereof; provided, that the Company may not reduce the aggregate Working Capital Commitment Amount below the aggregate principal amount of outstanding Working Capital Loans plus any Letter ---- of Credit Obligations. The Company may, upon not less than thirty days' prior written notice to the Agent, a copy of which shall promptly be provided by the Agent to each Lender, terminate the Working Capital Commitments in their entirety. Upon termination of the Working Capital Commitments pursuant to this Section, the Company shall pay to First Bank the aggregate amount of all outstanding Working Capital Loans and Unpaid Drawings, all accrued and unpaid interest thereon, any unpaid fees accrued to the date of such termination and all other unpaid obligations of the Company to the Lender in respect of its Working Capital Commitments and Letters of Credit hereunder, and shall deposit into the Holding Account an amount equal to the aggregate amount available to be drawn under Letters of Credit outstanding on such date. (ii) Notwithstanding the foregoing, any termination of the Working Capital Commitment pursuant to Section 6.02 shall supersede any notice of termination or reduction under this Section 2.02(e). Once the Working Capital Commitments have been terminated or reduced, they may not be reinstated.

Termination and Reduction. of the Working Capital ------------------------------------------------ CommitmentsCommitment. --------------------- (i) The Company may, at any time, upon not less than thirty days' prior written notice to the Agent, a copy of which shall promptly be provided by the Agent to each LenderFirst Bank, reduce the aggregate Working Capital Commitment Amount, with any such reduction in a minimum amount of $1,000,000500,000, or, if more, in an integral multiple of $500,000 1,000,000 in excess thereof; provided, that the Company may not reduce the aggregate Working Capital Commitment Amount below the aggregate principal amount of outstanding Working Capital Loans plus any Letter ---- of Credit Obligations. The Company may, upon not ---- less than thirty days' prior written notice to the Agent, a copy of which shall promptly be provided by the Agent to each LenderFirst Bank, terminate the Working Capital Commitments Commitment in their its entirety. Upon termination of the Working Capital Commitments Commitment pursuant to this Section, the Company shall pay to First Bank the aggregate amount of all outstanding Working Capital Loans and Unpaid Drawings, all accrued and unpaid interest thereon, any unpaid fees accrued to the date of such termination and all other unpaid obligations of the Company to the Lender First Bank in respect of its Working Capital Commitments and Letters of Credit hereunder, and shall deposit into the Holding Account an amount equal to the aggregate face amount available to be drawn under of Letters of Credit outstanding on such date. (iid) Notwithstanding the foregoing, any termination Article II of the Working Capital Commitment pursuant Credit Agreement is further amended to add a new Section 6.02 shall supersede any notice of termination or reduction under this Section 2.02(e). Once the Working Capital Commitments have been terminated or reduced, they may not be reinstated.2.07 thereto as follows:

Termination and Reduction. of Revolving Commitments; Increase in Revolving Commitments. (a) Unless previously terminated the Working Capital ------------------------------------------------ Commitments. -----------Revolving Commitments shall terminate on the Maturity Date. (b) The Borrowers may at any time terminate the Revolving Commitments upon (i) The Company maythe payment in full in cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon and on any LC Exposure, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the Cash Collateralization (or, at the discretion of the Administrative Agent, a back-up standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank)) of all outstanding Letters of Credit, (iii) the payment in full in cash of the accrued and unpaid fees, and (iv) the payment in full in cash of all reimbursable expenses and other Obligations, together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $5,000,000 and (ii) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any timeconcurrent prepayment of the Revolving Loans in accordance with Section 2.11, the Borrowers would not be in compliance with the Revolving Exposure Limitations. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon not less than thirty days' prior written the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the AgentAdministrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments. (e) The Borrowers shall have the right to increase the Revolving Commitments by obtaining additional Revolving Commitments, a copy either from one or more of which shall promptly be the Revolving Lenders or another lending institution provided by the Agent to each Lender, reduce the aggregate Working Capital Commitment Amount, with that (i) any such reduction request for an increase shall be in a minimum amount of $1,000,00025,000,000, or(ii) the Revolving Commitments may be increased pursuant hereto on no more than four (4) occasions, if more, in an integral multiple of $500,000 in excess thereof; provided, that the Company may not reduce the aggregate Working Capital Commitment Amount below the aggregate principal amount of outstanding Working Capital Loans plus any Letter ---- of Credit Obligations. The Company may, upon not less than thirty days' prior written notice to the Agent, a copy of which shall promptly be provided by the Agent to each Lender, terminate the Working Capital Commitments in their entirety. Upon termination of the Working Capital Commitments pursuant to this Section, the Company shall pay to First Bank (iii) the aggregate amount of all additional Revolving Commitments obtained under this clause (e) shall not exceed $100,000,000, (iv) the identity of any such new Revolving Lender shall be reasonably acceptable to the Administrative Agent, such approval not to be unreasonably withheld or delayed, (v) any such new Revolving Lender assumes all of the rights and obligations of a “Revolving Lender” hereunder, and (vi) the procedure described in Section 2.09(f) have been satisfied. Nothing (f) Any amendment hereto for such an increase or addition shall be in form and substance reasonably satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrowers and each Revolving Lender being added or increasing its Revolving Commitment, subject only to the approval of the Required Revolving Lenders if any such increase or addition would cause the Revolving Commitments to exceed $650,000,000700,000,000. As a condition precedent to such an increase or addition, the Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects (except that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects) and (2) no Default exists, and (ii) legal opinions and documents consistent with those delivered on the Closing Date, to the extent reasonably requested by the Administrative Agent. (g) On the effective date of any such increase or addition, (i) any Revolving Lender increasing (or, in the case of any newly added Revolving Lender, extending) its Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Working Capital Revolving Loans of all the Revolving Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and Unpaid Drawingsthe Administrative Agent shall make such other adjustments among the Revolving Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrowers shall be deemed to have repaid and reborrowed all accrued and unpaid interest thereon, any unpaid fees accrued to outstanding Revolving Loans as of the date of any increase (or addition) in the Revolving Commitments (with such termination and all other unpaid obligations reborrowing to consist of the Company Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower Representative, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the Lender immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of its Working Capital Commitments and Letters each SOFR Rate Loan (if applicable), shall be subject to indemnification by the Borrowers pursuant to the provisions of Credit hereunderSection 2.15(d) if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase or addition and shall deposit into distribute such revised Commitment Schedule to each of the Holding Account an amount equal Revolving Lenders and the Borrower Representative, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement. Additionally, on the effective date of any such increase or addition, the following dollar floors shall be automatically and proportionately increased (such that the percentage yielded by dividing such existing dollar floor by the aggregate Revolving Commitments, in each case as in effect prior to the effectiveness of such increased or additional Revolving Commitments, is the same as the percentage yielded by dividing such increased dollar floor by the aggregate amount available to be drawn under Letters Revolving Commitments, in each case immediately following the effectiveness of Credit outstanding on such date. increased or additional Revolving Commitments): (i) the maximum amounts of Swingline Loans set forth in Section 2.05(a); (ii) Notwithstanding the foregoing, any termination of the Working Capital Commitment pursuant to Section 6.02 shall supersede any notice of termination or reduction under this Section 2.02(e). Once the Working Capital Commitments have been terminated or reduced, they may not be reinstated.dollar

Termination and Reduction. of Revolving Commitments ; Increase in Revolving Commitments; Incremental Term Loans . (a) Unless previously terminated, the Working Capital ------------------------------------------------ Commitments. -----------Revolving Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Revolving Commitments upon (i) The Company maythe payment in full of all outstanding Revolving Loans, at together with accrued and unpaid interest thereon and on any timeLC Exposure, upon not less than thirty days' prior written notice (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the AgentAdministrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back-up standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), a copy (iii) the payment in full of which shall promptly be provided by the Agent accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations, together with accrued and unpaid interest thereon. (c) The Borrower may from time to each Lender, time reduce the aggregate Working Capital Commitment Amount, with any such Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in a minimum an amount of $1,000,000, or, if more, in that is an integral multiple of $500,000 in excess thereof; provided, that the Company may not reduce the aggregate Working Capital Commitment Amount below the aggregate principal amount of outstanding Working Capital Loans plus any Letter ---- of Credit Obligations. The Company may, upon 5,000,000 and not less than thirty days' $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the Aggregate Revolving Exposure would exceed the aggregate Revolving Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior written to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other indebtedness or any other event, in which case such notice may be revoked or delayed by the Borrower (by notice to the Agent, a copy of which shall promptly be provided by Administrative Agent on or prior to the Agent to each Lender, terminate the Working Capital Commitments in their entiretyspecified effective date) if such condition is not satisfied. Upon Any termination or reduction of the Working Capital Revolving Commitments pursuant shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (e) The Borrower may from time to this Sectiontime after the Effective Date elect to increase the Revolving Commitments or enter into one or more tranches of term loans (each an “ Incremental Term Loan ”), the Company shall pay to First Bank in each case in minimum increments of $10,000,000; so long as, after giving effect thereto, the aggregate amount of all outstanding Working Capital such increases and all such Incremental Term Loans and Unpaid Drawingsshall not exceed $75,000,000. The Borrower may arrange for any such increase or Incremental Term Loans to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, all accrued and unpaid interest thereonor to participate in such Incremental Term Loans, any unpaid fees accrued an “ Increasing Lender ”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender ”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Commitments, or to participate in or provide such Incremental Term Loans, or provide new Revolving Commitments, as the case may be; provided that (i) each -45- Augmenting Lender shall be subject to the date of such termination and all other unpaid obligations approval of the Company Borrower and, in the case of an increase in the Revolving Commitments and solely to the extent that the consent of each such Person would be required to effect an assignment under Section 9.04(b), the Administrative Agent, the Issuing Bank and the Swingline Lender in respect of its Working Capital Commitments and Letters of Credit hereunder, and shall deposit into the Holding Account an amount equal to the aggregate amount available (each such approval not to be drawn under Letters of Credit outstanding on such date. unreasonably withheld, delayed or conditioned) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit D hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan and as set forth in the immediately preceding clause (i)) shall be required for any increase in Revolving Commitments or Incremental Term Loans pursuant to this Section 2.09(e). Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.09(e) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any termination Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the Working Capital Commitment effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer or other executive officer of the Borrower and (B) the Borrower shall be in compliance (immediately before and after giving effect (including giving effect on a pro forma basis after giving effect to the application on such date of the proceeds of any Loans funded on such date) to such increase or Incremental Term Loans, as applicable) with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower (including, without limitation, resolutions with respect to borrowing such increase or Incremental Term Loans). On the effective date of any increase in the Revolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or such Incremental Term Loans and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 6.02 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall supersede rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any notice event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of termination Incremental Term Loans maturing after the Maturity Date may provide for material additional or reduction under different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “ Incremental Term Loan Amendment ”) of this Section 2.02(e)Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. Once The Incremental Term Loan Amendment may, without the Working Capital Commitments have been terminated or reducedconsent of any other Lenders, they may not be reinstated.effect such amendments to this -46-