Common use of Optional Termination or Reduction of Commitments Clause in Contracts

Optional Termination or Reduction of Commitments. (a) Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce, the Tranche A Commitments. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each such reduction or termination shall (i) be applied ratably to the Tranche A Commitments of each Tranche A Lender and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Unused Fees accrued on the Tranche A Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A Commitments are to be reduced effective on such date. (b) The Lead Borrower may reduce or terminate the Tranche A-1 Commitments at any time as long as immediately after giving effect to such reduction or termination, there are no Tranche A Credit Extensions outstanding. In the event that all of the Tranche A Commitments are terminated, the Lead Borrower shall contemporaneously therewith terminate all Tranche A-1 Commitments. Each reduction of the Tranche A-1 Commitments shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all Unused Fees accrued on the Tranche A-1 Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A-1 Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A-1 Commitments are to be reduced effective on such date.

Optional Termination or Reduction of Commitments. (a) Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce, the Tranche A Commitments. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each such reduction or termination shall (i) be applied ratably to the Tranche A Commitments of each Tranche A Lender and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter Letters and all Unused Fees accrued on the Tranche A Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A Commitments are to be reduced effective on such date. (b) The Lead Borrower may reduce or terminate the Tranche A-1 Commitments at any time as long as immediately after giving effect to such reduction or termination, there are no Tranche A Credit Extensions Loans or Swingline Loans outstanding. In the event that all of the Tranche A Commitments are terminated, the Lead Borrower shall contemporaneously therewith terminate all Tranche A-1 Commitments. Each reduction of the Tranche A-1 Commitments shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all Unused Fees accrued on the Tranche A-1 Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A-1 Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A-1 Commitments are to be reduced effective on such date.

Optional Termination or Reduction of Commitments. (a) Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce, the Tranche A Commitments. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each such reduction or termination shall (i) be applied ratably to the Tranche A Commitments of each Tranche A Lender and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Unused Fees accrued on the Tranche A Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A Commitments are to be reduced effective on such date. (b) The Lead Borrower may reduce or terminate the Tranche A-1 Commitments at any time as long as immediately after giving effect to such reduction or termination, there are no Tranche A Credit Extensions outstanding. In the event that all of the Tranche A Commitments are terminated, the Lead Borrower shall contemporaneously therewith terminate all Tranche A-1 Commitments. Each reduction of the Tranche A-1 Commitments shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all Unused Fees accrued on the Tranche A-1 Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A-1 Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A-1 Commitments are to be reduced effective on such date. (c) From time to time (but not more than two times after the Third Restatement Effective Date), the Lead Borrower may convert, all or a portion of the Tranche A-1 Commitments to Tranche A Commitments (and effect a repayment of Tranche A-1 Loans in connection therewith) (each such instance, a “Conversion”), so long as (i) the Lead Borrower shall have given not less than ten Business Days’ prior written notice of such Conversion to the Administrative Agent, which notice must set forth the amount of the Tranche A-1 Commitments which the Lead Borrower desires to convert to Tranche A Commitments and the date such Conversion is to be effective (and which notice the Administrative Agent shall promptly deliver to each Tranche A-1 Lender); (ii) no Default exists at the time such Conversion becomes effective or would result therefrom; (iii) Excess Availability on each of the 30 days immediately preceding the date such Conversion becomes effective, and on the day such Conversion becomes effective, calculated on a pro forma basis on each such day or date as if such Conversion shall have occurred, shall be greater than or equal to 15% of the Loan Cap (as determined on each such day or date); (iv) if Excess Availability on the day on which such Conversion is to become effective (and calculated on a pro forma basis on such day as if such Conversion shall have occurred) is less than 17.5% of the Loan Cap on such day, then the Consolidated Fixed Charge Coverage Ratio as of the end of the Test Period shall equal or exceed 1.10 to 1.00; (v) on the date such Conversion is to become effective, the Chief Financial Officer or other financial officer of the Lead Borrower shall have executed and delivered a certificate to the Administrative Agent demonstrating in reasonable detail the satisfaction of each of the conditions precedent to such Conversion as set forth in this clause (c). Each Lender shall, within five Business Days after its receipt of any notice of Conversion referred to above, notify the Administrative Agent of its election to participate in such Conversion and any failure to so notify the Administrative Agent within such period shall constitute such Lender’s refusal to so participate. Any of the foregoing provisions of this clause (c) to the contrary notwithstanding, (A) each Conversion shall be offered pro rata to each Tranche A-1 Lender and shall be applied on a pro rata basis as provided below; (B) no Tranche A-1 Lender shall be required to participate in any Conversion; (C) if any Tranche A-1 Lender refuses any requested Conversion, then that portion of such Tranche A-1 Lender’s Tranche A-1 Commitment as is equal to the amount which would have otherwise been converted in connection with such Conversion shall be terminated at the same time such Conversion is otherwise effected; (D) if any Tranche A-1 Lender refuses to participate in any requested Conversion, then the calculations of Excess Availability and Loan Cap for purposes of the conditions precedent to such Conversion as set forth in this paragraph shall be calculated on a pro forma basis giving effect to the reduction of the Aggregate Commitments arising from the termination of such refusing Tranche A-1 Lender’s Tranche A-1 Commitment; (vi) simultaneously with the effectiveness of any Conversion, the Administrative Agent shall be authorized to amend Schedule I to this Agreement to reflect such Conversion and the corresponding adjustments to each Lender’s Commitments (without any further consent of any Loan Party or Secured Party); (vii) the Lead Borrower may revoke any requested Conversion at any time before the same shall have been effected; (viii) each Lender will cooperate with the Administrative Agent in effecting contemporaneously with effectiveness of any Conversion any applicable reallocation of its Commitments arising from such Conversion such that each Lender holds it Pro Rata Share of all Loans; and (ix) the Loan Parties shall execute and deliver such documents, instruments, or agreements reasonably requested by the Administrative Agent to evidence the Conversion (including, without limitation, any new notes requested by any of the Lenders and a ratification by any and all Loan Parties). (d) In connection with any reduction in the Tranche A Commitments or the Tranche A-1 Commitments before the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Nothing in the paragraph shall limit the terms of Sections 5.13(a) or 7.10.

Optional Termination or Reduction of Commitments. (a) Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce, the Tranche A Commitments. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each such reduction or termination shall (i) be applied ratably to the Tranche A Commitments of each Tranche A Lender and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Unused Fees accrued on the Tranche A Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A Commitments are to be reduced effective on such date. (b) The Lead Borrower may reduce or terminate the Tranche A-1 Commitments at any time as long as immediately after giving effect to such reduction or termination, there are no Tranche A Credit Extensions outstanding. In the event that all of the Tranche A Commitments are terminated, the Lead Borrower shall contemporaneously therewith terminate all Tranche A-1 Commitments. Each reduction of the Tranche A-1 Commitments shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all Unused Fees accrued on the Tranche A-1 Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A-1 Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A-1 Commitments are to be reduced effective on such date. (c) From time to time (but not more than two times after the Fifth Restatement Effective Date), the Lead Borrower may convert, all or a portion of the Tranche A-1 Commitments to Tranche A Commitments (and effect a repayment of Tranche A-1 Loans in connection therewith) (each such instance, a “Conversion”), so long as (i) the Lead Borrower shall have given not less than ten Business Days’ prior written notice of such Conversion to the Administrative Agent, which notice must set forth the amount of the Tranche A-1 Commitments which the Lead Borrower desires to convert to Tranche A Commitments and the date such Conversion is to be effective (and which notice the Administrative Agent shall promptly deliver to each Tranche A-1 Lender); (ii) no Default exists at the time such Conversion becomes effective or would result therefrom; (iii) Excess Availability on each of the 30 days immediately preceding the date such Conversion becomes effective, and on the day such Conversion becomes effective, calculated on a pro forma basis on each such day or date as if such Conversion shall have occurred, shall be greater than or equal to 15% of the Loan Cap (as determined on each such day or date); (iv) if Excess Availability on the day on which such Conversion is to become effective (and calculated on a pro forma basis on such day as if such Conversion shall have occurred) is less than 17.5% of the Loan Cap on such day, then the Consolidated Fixed Charge Coverage Ratio as of the end of the Test Period shall equal or exceed 1.10 to 1.00; and (v) on the date such Conversion is to become effective, the Chief Financial Officer or other financial officer of the Lead Borrower shall have executed and delivered a certificate to the Administrative Agent demonstrating in reasonable detail the satisfaction of each of the conditions precedent to such Conversion as set forth in this clause (c). Each Lender shall, within five Business Days after its receipt of any notice of Conversion referred to above, notify the Administrative Agent of its election to participate in such Conversion and any failure to so notify the Administrative Agent within such period shall constitute such Xxxxxx’s refusal to so participate. Any of the foregoing provisions of this clause (c) to the contrary notwithstanding, (A) each Conversion shall be offered pro rata to each Tranche A-1 Lender and shall be applied on a pro rata basis as provided below; (B) no Tranche A-1 Lender shall be required to participate in any Conversion; (C) if any Tranche A-1 Lender refuses any requested Conversion, then that portion of such Tranche A-1 Lender’s Tranche A-1 Commitment as is equal to the amount which would have otherwise been converted in connection with such Conversion shall be terminated at the same time such Conversion is otherwise effected; (D) if any Tranche A-1 Lender refuses to participate in any requested Conversion, then the calculations of Excess Availability and Loan Cap for purposes of the conditions precedent to such Conversion as set forth in this paragraph shall be calculated on a pro forma basis giving effect to the reduction of the Aggregate Revolving Commitments arising from the termination of such refusing Tranche A-1 Lender’s Tranche A-1 Commitment; (E) simultaneously with the effectiveness of any Conversion, the Administrative Agent shall be authorized to amend Schedule I to this Agreement to reflect such Conversion and the corresponding adjustments to each Lender’s Commitments (without any further consent of any Loan Party or Secured Party); (F) the Lead Borrower may revoke any requested Conversion at any time before the same shall have been effected; (G) each Lender will cooperate with the Administrative Agent in effecting contemporaneously with effectiveness of any Conversion any applicable reallocation of its Commitments arising from such Conversion such that each Lender holds it Pro Rata Share of all Loans; and (H) the Loan Parties shall execute and deliver such documents, instruments, or agreements reasonably requested by the Administrative Agent to evidence the Conversion (including, without limitation, any new notes requested by any of the Lenders and a ratification by any and all Loan Parties). (d) In connection with any reduction in the Tranche A Commitments or the Tranche A-1 Commitments before the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Nothing in the paragraph shall limit the terms of Sections 5.13(a) or 7.10.

Optional Termination or Reduction of Commitments. (a) Upon Subject to the provisions of SECTION 2.15(b), upon at least two (2) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce, the Tranche A Domestic Commitments. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each such reduction or termination shall (i) be applied ratably to the Tranche A Domestic Commitments of each Tranche A Domestic Lender and (ii) be irrevocable at the effective time of any such termination or reduction. The Domestic Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Unused Fees accrued on the Tranche A Domestic Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A Credit Extensions to the Domestic Borrowers outstanding on such date exceed the amount to which the Tranche A Domestic Commitments are to be reduced effective on such date. (b) The Lead Borrower Notwithstanding anything to the contrary contained in SECTION 2.15(a), except as provided in the following sentence, the Domestic Borrowers may reduce or terminate the Tranche A-1 Commitments at any time as long as immediately after giving effect to provided that such reduction or termination, there are no Tranche A Credit Extensions outstanding. In the event that all of the Tranche A Commitments are terminated, the Lead Borrower shall contemporaneously therewith terminate all Tranche A-1 CommitmentsCommitments shall at all times be not less than the then Incremental Availability. Each reduction of The Domestic Borrowers may also terminate the Tranche A-1 Commitments in whole or in part if the Domestic Borrowers shall have satisfied the Pro Forma Availability Condition. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. The Domestic Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all Unused Fees accrued on the Tranche A-1 Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A-1 Credit Extensions to the Domestic Borrowers outstanding on such date exceed the amount to which the Tranche A-1 Commitments are to be reduced effective on such date. (c) Upon at least two (2) Business Days’ prior written notice to the Canadian Agent, the Canadian Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce, the Canadian Commitments. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple thereof. Each such reduction or termination shall (i) be applied ratably to the Canadian Commitments of each Canadian Lender and (ii) be irrevocable at the effective time of any such termination or reduction. The Canadian Borrower shall pay to the Canadian Agent for application as provided herein (i) at the effective time of each such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Canadian Unused Fees accrued on the Canadian Commitments so terminated, and (ii) at the effective time of each such reduction or termination, any amount by which the Credit Extensions to the Canadian Borrower outstanding on such date exceed the amount to which the Canadian Commitments are to be reduced effective on such date. (d) Upon at least two (2) Business Days’ prior written notice to the Canadian Agent, the Canadian Borrower may from time to time in part temporarily reduce, the Canadian Commitments Each such reduction shall be in the principal amount of $25,000,000 or any integral multiple thereof. Each such reduction shall (i) be applied ratably to the Canadian Commitments of each Canadian Lender and (ii) be irrevocable at the effective time of any such reduction. The Canadian Borrower shall pay to the Canadian Agent for application as provided herein at the effective time of each such reduction, any amount by which the Credit Extensions to the Canadian Borrower outstanding on such date exceed the amount to which the Canadian Commitments are to be reduced effective on such date. Any such reduction may thereafter be reinstated upon at least two (2) Business Days’ prior written notice to the Canadian Agent and the Canadian Commitments increased to an amount not to exceed the amount of such Canadian Commitments prior to any such temporary reduction (after giving effect to any permanent reduction thereof in accordance with the provisions of SECTION 2.15(c) hereof). (e) In the event that the Lead Borrower terminates the Domestic Commitments, the Canadian Commitments shall be deemed to have also been terminated, without any further action by the Lead Borrower, the Canadian Borrower or any Credit Party.

Optional Termination or Reduction of Commitments. (a) Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce, the Tranche A Commitments. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each such reduction or termination shall (i) be applied ratably to the Tranche A Commitments of each Tranche A Lender and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Unused Fees accrued on the Tranche A Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A Commitments are to be reduced effective on such date. (b) The Lead Borrower may reduce or terminate the Tranche A-1 Commitments at any time as long as immediately after giving effect to such reduction or termination, there are no Tranche A Credit Extensions outstanding. In the event that all of the Tranche A Commitments are terminated, the Lead Borrower shall contemporaneously therewith terminate all Tranche A-1 Commitments. Each reduction of the Tranche A-1 Commitments shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all Unused Fees accrued on the Tranche A-1 Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A-1 Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A-1 Commitments are to be reduced effective on such date. (c) From time to time (but not more than two times after the Fourth Restatement Effective Date), the Lead Borrower may convert, all or a portion of the Tranche A-1 Commitments to Tranche A Commitments (and effect a repayment of Tranche A-1 Loans in connection therewith) (each such instance, a “Conversion”), so long as (i) the Lead Borrower shall have given not less than ten Business Days’ prior written notice of such Conversion to the Administrative Agent, which notice must set forth the amount of the Tranche A-1 Commitments which the Lead Borrower desires to convert to Tranche A Commitments and the date such Conversion is to be effective (and which notice the Administrative Agent shall promptly deliver to each Tranche A-1 Lender); (ii) no Default exists at the time such Conversion becomes effective or would result therefrom; (iii) Excess Availability on each of the 30 days immediately preceding the date such Conversion becomes effective, and on the day such Conversion becomes effective, calculated on a pro forma basis on each such day or date as if such Conversion shall have occurred, shall be greater than or equal to 15% of the Loan Cap (as determined on each such day or date); (iv) if Excess Availability on the day on which such Conversion is to become effective (and calculated on a pro forma basis on such day as if such Conversion shall have occurred) is less than 17.5% of the Loan Cap on such day, then the Consolidated Fixed Charge Coverage Ratio as of the end of the Test Period shall equal or exceed 1.10 to 1.00; (v) on the date such Conversion is to become effective, the Chief Financial Officer or other financial officer of the Lead Borrower shall have executed and delivered a certificate to the Administrative Agent demonstrating in reasonable detail the satisfaction of each of the conditions precedent to such Conversion as set forth in this clause (c). Each Lender shall, within five Business Days after its receipt of any notice of Conversion referred to above, notify the Administrative Agent of its election to participate in such Conversion and any failure to so notify the Administrative Agent within such period shall constitute such Lender’s refusal to so participate. Any of the foregoing provisions of this clause (c) to the contrary notwithstanding, (A) each Conversion shall be offered pro rata to each Tranche A-1 Lender and shall be applied on a pro rata basis as provided below; (B) no Tranche A-1 Lender shall be required to participate in any Conversion; (C) if any Tranche A-1 Lender refuses any requested Conversion, then that portion of such Tranche A-1 Lender’s Tranche A-1 Commitment as is equal to the amount which would have otherwise been converted in connection with such Conversion shall be terminated at the same time such Conversion is otherwise effected; (D) if any Tranche A-1 Lender refuses to participate in any requested Conversion, then the calculations of Excess Availability and Loan Cap for purposes of the conditions precedent to such Conversion as set forth in this paragraph shall be calculated on a pro forma basis giving effect to the reduction of the Aggregate Revolving Commitments arising from the termination of such refusing Tranche A-1 Lender’s Tranche A-1 Commitment; (vi) simultaneously with the effectiveness of any Conversion, the Administrative Agent shall be authorized to amend Schedule I to this Agreement to reflect such Conversion and the corresponding adjustments to each Lender’s Commitments (without any further consent of any Loan Party or Secured Party); (vii) the Lead Borrower may revoke any requested Conversion at any time before the same shall have been effected; (viii) each Lender will cooperate with the Administrative Agent in effecting contemporaneously with effectiveness of any Conversion any applicable reallocation of its Commitments arising from such Conversion such that each Lender holds it Pro Rata Share of all Loans; and (ix) the Loan Parties shall execute and deliver such documents, instruments, or agreements reasonably requested by the Administrative Agent to evidence the Conversion (including, without limitation, any new notes requested by any of the Lenders and a ratification by any and all Loan Parties). (d) In connection with any reduction in the Tranche A Commitments or the Tranche A-1 Commitments before the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Nothing in the paragraph shall limit the terms of Sections 5.13(a) or 7.10. (e) Subject to the remaining terms of this Section 2.07(e), on the date of any Designated LOTL Payment, each LOTL Lender will be deemed to have increased its respective Tranche A Commitment by an amount equal to the principal amount of such Designated LOTL Payment, effective simultaneously with the making of such Designated LOTL Payment (each such increase to the Tranche A Commitments of any LOTL Lender, a “Designated Tranche A Increase”). No Designated Tranche A Increase shall become effective if, immediately before or after the time such Designated Tranche A Increase would otherwise become effective, a Default or Event of Default exists or would result therefrom. No Designated Tranche A Increase shall become effective after the Lead Borrower shall have delivered written notice to the Administrative Agent that it no longer desires to effect any Designated Tranche A Increases. The Administrative Agent is authorized (without any further consent of any Loan Party or Secured Party) to amend Schedule I to this Agreement simultaneously with any Designated LOTL Payment to reflect each Designated Tranche A Increase and the corresponding adjustments to each applicable Lender’s Tranche A Commitments and each Lender’s Tranche A Commitment Percentage, and, in connection therewith, each Lender will cooperate with the Administrative Agent in effecting contemporaneously with effectiveness of any Designated Tranche A Increase any applicable reallocation of its Tranche A Credit Extensions arising from such Designated Tranche A Increase such that each Tranche A Lender holds it Pro Rata Share of all Tranche A Credit Extensions. If reasonably requested by any Lender providing a Designated Tranche A Increase or the Administrative Agent, the Loan Parties shall execute and deliver such documents, instruments, or agreements to evidence such Designated Tranche A Increase (including, without limitation, any new notes requested by any of the Tranche A Lenders and a ratification by any and all Loan Parties).

Optional Termination or Reduction of Commitments. (a) Upon at least two (2) Business Days’ ' prior written notice to the Administrative Agent, the Lead Borrower may, may at any time, time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments (other than the Tranche A C Commitments). Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each Except as set forth in subsection (b) hereof, each such reduction or termination shall (i) reduce the Tranche A Commitment and the Tranche B Commitment on a PRO RATA basis (ii) in accordance with Section 2.10, be applied ratably to the Tranche A Commitments Commitment of each Tranche A Lender and Tranche B Lender and (iiiii) be irrevocable at when given. At the effective time of any each such termination reduction or reduction. The Borrowers termination, the Borrower shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Unused Commitment Fees accrued on the Tranche A amount of the Commitments so terminatedterminated or reduced through the date thereof, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A Commitments applicable Commitments, as the case may be, are to be reduced effective on such datedate and (iii) all earned and unpaid Fees with respect to such Credit Extensions, in each case PRO RATA based on the amount prepaid. (b) The Lead Notwithstanding subsection (a) above, the Borrower may reduce or terminate permanently and irrevocably cancel all (but not less than all) of the Tranche A-1 B Commitments at any time as long as if, immediately after giving effect to such reduction cancellation and the repayment of all outstanding Tranche B Loans and all interest and Fees relating thereto, the Borrower establishes to the satisfaction of the Administrative Agent (based on the results of recent field examinations or termination, there are no Tranche A Credit Extensions outstanding. In otherwise) that the event that all of amount available to be borrowed under the Tranche A Commitments are terminated(as determined pursuant to Section 2.01(a)(1)) is not less than the amount set forth below opposite the Borrower's fiscal month in which such cancellation takes place: FISCAL MONTH REQUIRED EXCESS AVAILABILITY February $39,000,000 March $46,000,000 April $49,000,000 May $48,000,000 June $36,000,000 July $38,000,000 August $31,000,000 September $34,000,000 October $47,000,000 November $43,000,000 December $47,000,000 January $46,000,000 At the effective time of such cancellation (the "TRANCHE B CANCELLATION DATE"), the Lead Borrower shall contemporaneously therewith terminate all Tranche A-1 Commitments. Each reduction of the Tranche A-1 Commitments shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. The Borrowers shall pay to the Administrative Agent for application as provided herein the account of the Tranche B Lenders (iand notwithstanding the payment priority provisions of Sections 2.10(e) at the effective time of any such termination or (but not any partial reductionf), 2.11(a)(1) or 2.14) the full amount of all Unused outstanding Tranche B Loans, all accrued and unpaid interest relating thereto and all accrued and unpaid Fees accrued on relating to the Tranche A-1 Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A-1 Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A-1 Commitments are to be reduced effective on such dateB Loans.

Optional Termination or Reduction of Commitments. (a) Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce, the Tranche A Commitments. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each such reduction or termination shall (i) be applied ratably to the Tranche A Commitments of each Tranche A Lender and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Unused Fees accrued on the Tranche A Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A Commitments are to be reduced effective on such date. (b) The Lead Borrower may reduce or terminate the Tranche A-1 Commitments at any time as long as immediately after giving effect to such reduction or termination, there are no Tranche A Credit Extensions outstanding. In the event that all of the Tranche A Commitments are terminated, the Lead Borrower shall contemporaneously therewith terminate all Tranche A-1 Commitments. Each reduction of the Tranche A-1 Commitments shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all Unused Fees accrued on the Tranche A-1 Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A-1 Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A-1 Commitments are to be reduced effective on such date. (c) From time to time (but not more than two times after the Fourth Restatement Effective Date), the Lead Borrower may convert, all or a portion of the Tranche A-1 Commitments to Tranche A Commitments (and effect a repayment of Tranche A-1 Loans in connection therewith) (each such instance, a “Conversion”), so long as (i) the Lead Borrower shall have given not less than ten Business Days’ prior written notice of such Conversion to the Administrative Agent, which notice must set forth the amount of the Tranche A-1 Commitments which the Lead Borrower desires to convert to Tranche A Commitments and the date such Conversion is to be effective (and which notice the Administrative Agent shall promptly deliver to each Tranche A-1 Lender); (ii) no Default exists at the time such Conversion becomes effective or would result therefrom; (iii) Excess Availability on each of the 30 days immediately preceding the date such Conversion becomes effective, and on the day such Conversion becomes effective, calculated on a pro forma basis on each such day or date as if such Conversion shall have occurred, shall be greater than or equal to 15% of the Loan Cap (as determined on each such day or date); (iv) if Excess Availability on the day on which such Conversion is to become effective (and calculated on a pro forma basis on such day as if such Conversion shall have occurred) is less than 17.5% of the Loan Cap on such day, then the Consolidated Fixed Charge Coverage Ratio as of the end of the Test Period shall equal or exceed 1.10 to 1.00; and (v) on the date such Conversion is to become effective, the Chief Financial Officer or other financial officer of the Lead Borrower shall have executed and delivered a certificate to the Administrative Agent demonstrating in reasonable detail the satisfaction of each of the conditions precedent to such Conversion as set forth in this clause (c). Each Lender shall, within five Business Days after its receipt of any notice of Conversion referred to above, notify the Administrative Agent of its election to participate in such Conversion and any failure to so notify the Administrative Agent within such period shall constitute such Lender’s refusal to so participate. Any of the foregoing provisions of this clause (c) to the contrary notwithstanding, (A) each Conversion shall be offered pro rata to each Tranche A-1 Lender and shall be applied on a pro rata basis as provided below; (B) no Tranche A-1 Lender shall be required to participate in any Conversion; (C) if any Tranche A-1 Lender refuses any requested Conversion, then that portion of such Tranche A-1 Lender’s Tranche A-1 Commitment as is equal to the amount which would have otherwise been converted in connection with such Conversion shall be terminated at the same time such Conversion is otherwise effected; (D) if any Tranche A-1 Lender refuses to participate in any requested Conversion, then the calculations of Excess Availability and Loan Cap for purposes of the conditions precedent to such Conversion as set forth in this paragraph shall be calculated on a pro forma basis giving effect to the reduction of the Aggregate Revolving Commitments arising from the termination of such refusing Tranche A-1 Lender’s Tranche A-1 Commitment; (viE) simultaneously with the effectiveness of any Conversion, the Administrative Agent shall be authorized to amend Schedule I to this Agreement to reflect such Conversion and the corresponding adjustments to each Lender’s Commitments (without any further consent of any Loan Party or Secured Party); (viiF ) the Lead Borrower may revoke any requested Conversion at any time before the same shall have been effected; (viiiG ) each Lender will cooperate with the Administrative Agent in effecting contemporaneously with effectiveness of any Conversion any applicable reallocation of its Commitments arising from such Conversion such that each Lender holds it Pro Rata Share of all Loans; and (ixH ) the Loan Parties shall execute and deliver such documents, instruments, or agreements reasonably requested by the Administrative Agent to evidence the Conversion (including, without limitation, any new notes requested by any of the Lenders and a ratification by any and all Loan Parties). (d) In connection with any reduction in the Tranche A Commitments or the Tranche A-1 Commitments before the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Nothing in the paragraph shall limit the terms of Sections 5.13(a) or 7.10. (e) Subject to the remaining terms of this Section 2.07(e), on the date of any Designated LOTL Payment, each LOTL Lender will be deemed to have increased its respective Tranche A Commitment by an amount equal to the principal amount of such Designated LOTL Payment, effective simultaneously with the making of such Designated LOTL Payment (each such increase to the Tranche A Commitments of any LOTL Lender, a “Designated Tranche A Increase”). No Designated Tranche A Increase shall become effective if, immediately before or after the time such Designated Tranche A Increase would otherwise become effective, a Default or Event of Default exists or would result therefrom. No Designated Tranche A Increase shall become effective after the Lead Borrower shall have delivered written notice to the Administrative Agent that it no longer desires to effect any Designated Tranche A Increases. The Administrative Agent is authorized (without any further consent of any Loan Party or Secured Party) to amend Schedule I to this Agreement simultaneously with any Designated LOTL Payment to reflect each Designated Tranche A Increase and the corresponding adjustments to each applicable Lender’s Tranche A Commitments and each Lender’s Tranche A Commitment Percentage, and, in connection therewith, each Lender will cooperate with the Administrative Agent in effecting contemporaneously with effectiveness of any Designated Tranche A Increase any applicable reallocation of its Tranche A Credit Extensions arising from such Designated Tranche A Increase such that each Tranche A Lender holds it Pro Rata Share of all Tranche A Credit Extensions. If reasonably requested by any Lender providing a Designated Tranche A Increase or the Administrative Agent, the Loan Parties shall execute and deliver such documents, instruments, or agreements to evidence such Designated Tranche A Increase (including, without limitation, any new notes requested by any of the Tranche A Lenders and a ratification by any and all Loan Parties).

Optional Termination or Reduction of Commitments. (a) Upon During the Tranche A Revolving Credit Period, the Borrower may, upon at least two (2) three Business Days’ prior written notice to the Administrative Facility Agent, (i) terminate the Lead Borrower may, Tranche A Commitments at any time, in whole permanently terminate, if no Tranche A Loans are outstanding at such time or (ii) ratably reduce from time to time in part permanently reduceby an aggregate amount of A$100,000,000 or a larger multiple of A$10,000,000, the Tranche A Commitments. Each such reduction shall be in the principal aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each such reduction or termination shall (i) be applied ratably to the Tranche A Commitments in excess of each Tranche A Lender and (ii) be irrevocable at the effective time aggregate outstanding principal amount of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Unused Fees accrued on the Tranche A Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A Commitments are to be reduced effective on such dateLoans. (b) The Lead During the Tranche B Revolving Credit Period, the Borrower may reduce or may, upon at least three Business Days’ notice to the Facility Agent, (i) terminate the Tranche A-1 B Commitments at any time as long as immediately after giving effect to such reduction or terminationtime, there are if no Tranche A Credit Extensions outstanding. In B Loans are outstanding at such time or (ii) ratably reduce from time to time by an aggregate amount of A$100,000,000 or a larger multiple of A$10,000,000, the event that all aggregate amount of the Tranche A B Commitments are terminated, in excess of the Lead Borrower shall contemporaneously therewith terminate all Tranche A-1 Commitments. Each reduction aggregate outstanding principal amount of the Tranche A-1 B Loans. (c) During the Tranche C Revolving Credit Period, the Borrower may, upon at least three Business Days’ notice to the Facility Agent, (i) terminate the Tranche C Commitments shall be at any time, if no Tranche C Loans are outstanding at such time or (ii) ratably reduce from time to time by an aggregate amount of A$50,000,000 or a larger multiple of A$5,000,000, the aggregate amount of the Tranche C Commitments in excess of the aggregate outstanding principal amount of $5,000,000 the Tranche C Loans. (d) The Borrower may terminate the unused amount of the Commitment of a Defaulting Bank upon not less than three Business Days’ prior notice to the Facility Agent (which will promptly notify the Banks thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Facility Agent or any integral multiple of $1,000,000 in excess thereof. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any Bank may have against such termination (but not any partial reduction), all Unused Fees accrued on the Tranche A-1 Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A-1 Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A-1 Commitments are to be reduced effective on such dateDefaulting Bank.

Optional Termination or Reduction of Commitments. (a) Upon Subject to the provisions of SECTION 2.15(b), upon at least two (2) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce, the Tranche A Commitments. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each such reduction or termination shall (i) be applied ratably to the Tranche A Commitments of each Tranche A Lender and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Unused Fees accrued on the Tranche A Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A Commitments are to be reduced effective on such date. (b) The Except as provided in the following sentences, the Lead Borrower may reduce or terminate the Tranche A-1 Commitments at any time as long as immediately after giving effect to provided that such reduction or termination, there are no Tranche A Credit Extensions outstandingA-1 Commitments shall at all times be not less than the then Incremental Availability. In the event that all of the Tranche A Commitments are terminated, the Lead Borrower shall contemporaneously therewith terminate all Tranche A-1 Commitments. Each reduction of The Lead Borrower may also terminate the Tranche A-1 Commitments in whole or in part if the Borrowers shall have satisfied the Pro Forma Availability Condition (calculated based on the Tranche A Borrowing Base for purposes of this SECTION 2.15(b)). Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all Unused Fees accrued on the Tranche A-1 Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A-1 Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A-1 Commitments are to be reduced effective on such date.

Optional Termination or Reduction of Commitments. (a) Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce, the Tranche A Commitments. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each such reduction or termination shall (i) be applied ratably to the Tranche A Commitments of each Tranche A Lender and (ii) be irrevocable at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Unused Fees accrued on the Tranche A Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A Commitments are to be reduced effective on such date. (b) The Lead Borrower may reduce or terminate the Tranche A-1 Commitments at any time as long as immediately after giving effect to such reduction or termination, there are no Tranche A Credit Extensions outstanding. In the event that all of the Tranche A Commitments are terminated, the Lead Borrower shall contemporaneously therewith terminate all Tranche A-1 Commitments. Each reduction of the Tranche A-1 Commitments shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all Unused Fees accrued on the Tranche A-1 Commitments so terminated, and (ii) at the effective time of any such reduction or termination, any amount by which the Tranche A-1 Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Tranche A-1 Commitments are to be reduced effective on such date. (c) From time to time (but not more than two times after the Fifth Restatement Effective Date), the Lead Borrower may convert, all or a portion of the Tranche A-1 Commitments to Tranche A Commitments (and effect a repayment of Tranche A-1 Loans in connection therewith) (each such instance, a “Conversion”), so long as (i) the Lead Borrower shall have given not less than ten Business Days’ prior written notice of such Conversion to the Administrative Agent, which notice must set forth the amount of the Tranche A-1 Commitments which the Lead Borrower desires to convert to Tranche A Commitments and the date such Conversion is to be effective (and which notice the Administrative Agent shall promptly deliver to each Tranche A-1 Lender); (ii) no Default exists at the time such Conversion becomes effective or would result therefrom; (iii) Excess Availability on each of the 30 days immediately preceding the date such Conversion becomes effective, and on the day such Conversion becomes effective, calculated on a pro forma basis on each such day or date as if such Conversion shall have occurred, shall be greater than or equal to 15% of the Loan Cap (as determined on each such day or date); (iv) if Excess Availability on the day on which such Conversion is to become effective (and calculated on a pro forma basis on such day as if such Conversion shall have occurred) is less than 17.5% of the Loan Cap on such day, then the Consolidated Fixed Charge Coverage Ratio as of the end of the Test Period shall equal or exceed 1.10 to 1.00; and (v) on the date such Conversion is to become effective, the Chief Financial Officer or other financial officer of the Lead Borrower shall have executed and delivered a certificate to the Administrative Agent demonstrating in reasonable detail the satisfaction of each of the conditions precedent to such Conversion as set forth in this clause (c). Each Lender shall, within five Business Days after its receipt of any notice of Conversion referred to above, notify the Administrative Agent of its election to participate in such Conversion and any failure to so notify the Administrative Agent within such period shall constitute such Lender’s refusal to so participate. Any of the foregoing provisions of this clause (c) to the contrary notwithstanding, (A) each Conversion shall be offered pro rata to each Tranche A-1 Lender and shall be applied on a pro rata basis as provided below; (B) no Tranche A-1 Lender shall be required to participate in any Conversion; (C) if any Tranche A-1 Lender refuses any requested Conversion, then that portion of such Tranche A-1 Lender’s Tranche A-1 Commitment as is equal to the amount which would have otherwise been converted in connection with such Conversion shall be terminated at the same time such Conversion is otherwise effected; (D) if any Tranche A-1 Lender refuses to participate in any requested Conversion, then the calculations of Excess Availability and Loan Cap for purposes of the conditions precedent to such Conversion as set forth in this paragraph shall be calculated on a pro forma basis giving effect to the reduction of the Aggregate Revolving Commitments arising from the termination of such refusing Tranche A-1 Lender’s Tranche A-1 Commitment; (E) simultaneously with the effectiveness of any Conversion, the Administrative Agent shall be authorized to amend Schedule I to this Agreement to reflect such Conversion and the corresponding adjustments to each Lender’s Commitments (without any further consent of any Loan Party or Secured Party); (F) the Lead Borrower may revoke any requested Conversion at any time before the same shall have been effected; (G) each Lender will cooperate with the Administrative Agent in effecting contemporaneously with effectiveness of any Conversion any applicable reallocation of its Commitments arising from such Conversion such that each Lender holds it Pro Rata Share of all Loans; and (H) the Loan Parties shall execute and deliver such documents, instruments, or agreements reasonably requested by the Administrative Agent to evidence the Conversion (including, without limitation, any new notes requested by any of the Lenders and a ratification by any and all Loan Parties). (d) In connection with any reduction in the Tranche A Commitments or the Tranche A-1 Commitments before the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Nothing in the paragraph shall limit the terms of Sections 5.13(a) or 7.10.