Common use of Reduction and Termination of the Commitments Clause in Contracts

Reduction and Termination of the Commitments. (a) The applicable Borrower may, upon at least three Business Days’ prior notice to the Applicable Administrative Agent, terminate in whole or reduce in part the unused portions of the Revolving Commitments; provided, however, that (i) each partial reduction shall be in an aggregate amount that is an integral multiple of $5,000,000.00 and (ii) each such reduction shall be made ratably in accordance with each Lender’s Revolving Commitment. A notice of termination of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked by the applicable Borrower by notice to the Applicable Administrative Agent on or prior to the date specified for the termination of the Revolving Commitments that the refinancing condition has not been met and the termination is to be revoked (it being understood that any Term Loans outstanding at the time of such notice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.14). (b) If (x) the Tranche B Funding Date has not occurred by the Tranche B Funding Deadline, (y) the Tranche C Funding Date has not occurred by the Tranche C Funding Deadline or (z) the Tranche D Funding Date has not occurred by the Tranche D Funding Deadline, (I) the aggregate Revolving Commitments shall automatically and without further action be reduced to the aggregate amount of the Active Revolving Commitments in effect at such time and (II) the relevant provisos set forth in the definition of “Revolving Commitment” shall thereafter cease to apply. Any such reduction shall be made ratably in accordance with each Lender’s Revolving Commitment.

Reduction and Termination of the Commitments. (a) The applicable Borrower may, upon at least three Business Days’ prior notice to the Applicable Administrative Agent, terminate in whole or reduce in part the unused portions of the LC Facility Commitments or Revolving Commitments; provided, however, that (i) each partial reduction shall be in an aggregate amount that is an integral multiple of $5,000,000.00 and (ii) each such reduction shall be made ratably in accordance with each Lender’s LC Facility Commitment or Revolving Commitment, as applicable. A notice of termination of the LC Facility Commitments or Revolving Commitments Commitments, as applicable, may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked by the applicable Borrower by notice to the Applicable Administrative Agent on or prior to the date specified for the termination of the LC Facility Commitments or Revolving Commitments Commitments, as applicable, that the refinancing condition has not been met and the termination is to be revoked (it being understood that any Term Loans outstanding at the time of such notice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.14). (b) If The Borrowers may, upon at least three Business Days’ prior notice to the Term Loan Administrative Agent, the Revolving and LC Administrative Agent and the Cash Secured LC Issuers (xwhich notice the Term Loan Administrative Agent shall promptly transmit to each of the Term Loan Lenders), without premium or penalty (except as provided in Section 2.11(b)), on any day, permanently terminate or reduce the Cash Secured Letter of Credit Issuer Commitment in whole or in part; provided that, immediately upon any such termination or reduction, (i) the Tranche B Funding Date has not occurred by Borrowers shall prepay the Tranche B Funding Deadline, (y) the Tranche C Funding Date has not occurred by the Tranche C Funding Deadline or (z) the Tranche D Funding Date has not occurred by the Tranche D Funding Deadline, (I) the Term Loans in an aggregate Revolving Commitments shall automatically and without further action be reduced principal amount equal to the aggregate amount of the Active Revolving Commitments in effect at such time and (II) the relevant provisos set forth in the definition Cash Secured Letter of “Revolving Commitment” shall thereafter cease to apply. Any such reduction shall be made ratably Credit Issuer Commitment so terminated or reduced in accordance with the requirements of Section 2.11(a) and (ii) the Cash Secured Letter of Credit Outstandings with respect to each Lender’s Cash Secured LC Issuer with a Specified Cash Secured Letter of Credit Commitment shall not exceed the Specified Cash Secured Letter of Credit Commitment of such Cash Secured LC Issuer. The Borrowers shall be permitted to withdraw an amount up to the amount of such prepayment or repayment from the Cash Secured XX Xxxx Collateral Account to complete such prepayment or repayment. (c) The Revolving CommitmentCommitments and the LC Facility Commitments shall automatically reduce pro rata by an amount equal to the amount by which any cash collateral posted under the terms of the Priming Credit Agreement after the repayment in full of the Term Loans (as defined in the Priming Credit Agreement on the Amendment No. 1 Effective Date) exceeds the Revolving Exposure (as defined in the Priming Credit Agreement on the Amendment No. 1 Effective Date). The Revolving and LC Administrative Agent (i) shall calculate such pro rata reduction using (A) the Migration Base Amount as the reduction of the LC Facility Commitments and (B) the total amount of the reduction less the Migration Base Amount as the reduction of the Revolving Commitments and (ii) shall promptly notify each Revolving Lender and each LC Lender of the amount of its respective Commitment reduction.

Reduction and Termination of the Commitments. (a) The applicable Borrower may, upon at least three Business Days’ prior notice to the Applicable Administrative Agent, terminate in whole or reduce in part the unused portions of the Revolving Commitmentsrespective Commitments of the Lenders with respect to a particular Facility; provided, however, that (i) each partial reduction shall be in an aggregate amount that is an integral multiple of $5,000,000.00 5,000,000 and (ii) each such reduction shall be made ratably in accordance with each Lender’s Revolving CommitmentCommitment in respect of such Facility. A notice of termination of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactionsfacilities, and if any notice so states it may be revoked by the applicable Borrower by notice to the Applicable Administrative Agent on or prior to the date specified for the termination of the Revolving Commitments that the refinancing condition has not been met and the termination is to be revoked (it being understood that any Term Loans outstanding at the time of such notice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.142.11). (b) If (xAny reduction of Commitments pursuant to Section 7.5 or Section 8.4(j) shall be applied as follows: first, to prepay the Tranche B Funding Date has not occurred Swing Loans to the full extent thereof and to permanently reduce the Revolving Commitments by the Tranche B Funding Deadlineamount of such prepayment; second, (y) to prepay the Tranche C Funding Date has not occurred Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Commitments by the Tranche C Funding Deadline or (z) amount of such prepayment; third, to prepay outstanding reimbursement obligations with respect to Revolving Letters of Credit and to further permanently reduce the Tranche D Funding Date has not occurred Revolving Commitments by the Tranche D Funding Deadlineamount of such prepayment; fourth, (I) to cash collateralize Revolving Letters of Credit and to further permanently reduce the aggregate Revolving Commitments by the amount of such cash collateralization; fifth, to further permanently reduce the Revolving Commitments to the full extent thereof; sixth, to prepay outstanding reimbursement obligations with respect to Synthetic Letters of Credit and to further permanently reduce the Synthetic Commitments by the amount of such prepayment; seventh, to cash collateralize Synthetic Letters of Credit and to further permanently reduce the Synthetic Commitments by the amount of such cash collateralization; and eighth, to further permanently reduce the Synthetic Commitments to the full extent thereof. (c) Upon any reduction of the Commitments under the Synthetic Facility pursuant to clause (a) above or otherwise, the Synthetic Deposit Amount of each Synthetic Investor shall automatically and without further action be reduced to by its Ratable Portion of such reduction and, if the aggregate face amount of any outstanding Synthetic Letters of Credit exceeds the remaining amount of the Active Revolving Commitments Synthetic Deposit Amount, the Borrower shall provide cash collateral for the Letters of Credit Obligations with respect to the Synthetic Facility in effect at such time and (II) the relevant provisos manner set forth in the definition Section 9.3 in an amount equal to 105% of “Revolving Commitment” shall thereafter cease to apply. Any such reduction shall be made ratably in accordance with each Lender’s Revolving Commitmentexcess.

Reduction and Termination of the Commitments. (a) The applicable Borrower Borrowers may, upon at least three five (5) Business Days’ ' prior notice to the Applicable Administrative Agent, terminate in whole or reduce in part ratably the unused portions of the Revolving Commitmentsrespective Commitments of the Lenders; provided, however, that (i) each partial reduction shall be in an aggregate amount that is of not less than $5,000,000 or an integral multiple of $5,000,000.00 and (ii) each such reduction shall be made ratably 1,000,000 in accordance with each Lender’s Revolving Commitment. A notice of termination of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked by the applicable Borrower by notice to the Applicable Administrative Agent on or prior to the date specified for the termination of the Revolving Commitments that the refinancing condition has not been met and the termination is to be revoked (it being understood that any Term Loans outstanding at the time of such notice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.14)excess thereof. (b) If To the extent that any prepayment of Swing Loans or Domestic Revolving Loans is made pursuant to Section 2.9(a) (xMandatory Prepayments) as a result of a Domestic Asset Sale of assets which comprise part of the Tranche B Funding Date has not occurred by Domestic Borrowing Base, the Tranche B Funding Deadline, (y) the Tranche C Funding Date has not occurred by the Tranche C Funding Deadline or (z) the Tranche D Funding Date has not occurred by the Tranche D Funding Deadline, (I) the aggregate then current Revolving Credit Commitments shall automatically and without further action be reduced on each date on which such prepayment of Swing Loans or Domestic Revolving Loans is made, or would be required to be made had the aggregate outstanding Swing Loans and Domestic Revolving Loans equaled the applicable Revolving Credit Commitments then in effect, in each case in the amount of such prepayment (or deemed prepayment) and the Active Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by its Ratable Portion of such amount. (c) To the extent that any prepayment of Foreign Revolving Loans is made pursuant to Section 2.9(c) (Mandatory Prepayments), the then current Revolving Credit Commitments shall be reduced on each date on which such prepayment of Foreign Revolving Loans is made, or would be required to be made had the outstanding Foreign Revolving Loans equaled the applicable Revolving Credit Commitments then in effect at such time and (II) the relevant provisos set forth effect, in each case in the definition amount of “such prepayment (or deemed prepayment) and the Revolving Commitment” shall thereafter cease to apply. Any such reduction Credit Commitment of each Revolving Credit Lender shall be made ratably in accordance with each Lender’s Revolving Commitmentreduced by its Ratable Portion of such amount.

Reduction and Termination of the Commitments. (a) The applicable Borrower may, upon at least three five Business Days’ ' prior notice to the Applicable Administrative Agent, terminate in whole or reduce in part ratably the unused portions of the Revolving Commitments; provided, however, that (i) each partial reduction shall be in an the aggregate amount that is of not less than $5,000,000 or an integral multiple of $5,000,000.00 and (ii) each such reduction shall be made ratably 1,000,000 in accordance with each Lender’s Revolving Commitment. A notice of termination of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked by the applicable Borrower by notice to the Applicable Administrative Agent on or prior to the date specified for the termination of the Revolving Commitments that the refinancing condition has not been met excess thereof and the termination is to be revoked (it being understood that any Term Loans outstanding at the time requirements of such notice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.14)2.9(d) shall have been satisfied. (b) If The then current Commitments shall be reduced on each date on which a prepayment of Loans (or cash collateralization in respect of Letters of Credits) is (i) made pursuant to Section 2.9(a) (or would be required to be made had the outstanding Revolving Loans and Swing Loans equaled the Commitments then in effect), in each case in the amount of such prepayment (or deemed prepayment) or (ii) made pursuant to Section 2.9(b)(i) (in which case such reduction shall take effect on the Reinvestment Prepayment Date to the extent of the Reinvestment Prepayment Amount), and, in each case, the Commitment of each Lender shall be reduced by its Ratable Portion of such amount); provided, however, (x) during any Fiscal Year the Tranche B Funding Date has Commitments shall not occurred be reduced by the Tranche B Funding Deadlinefirst $5,000,000 in Net Cash Proceeds received in connection with any Asset Sale, (y) the Tranche C Funding Date has aggregate amount of such Net Cash Proceeds that do not occurred by result in a Commitment reduction pursuant to the Tranche C Funding Deadline or foregoing subclause (x) shall not exceed $15,000,000, and (z) the Tranche D Funding Date has Net Cash Proceeds that would otherwise result in a Commitment reduction under this clause (b) shall not occurred by the Tranche D Funding Deadline, (I) the cause such Commitment reduction to take effect until such Net Cash Proceeds aggregate Revolving Commitments shall automatically and without further action be reduced to the aggregate amount of the Active Revolving Commitments in effect at such time and (II) the relevant provisos set forth in the definition of “Revolving Commitment” shall thereafter cease to apply. Any such reduction shall be made ratably in accordance with each Lender’s Revolving Commitment$1,000,000 or more.

Reduction and Termination of the Commitments. (a) The applicable Borrower may, upon at least three Business Days’ prior notice to the Applicable Administrative Agent, terminate in whole or reduce in part the unused portions of the Revolving Commitmentsrespective Commitments of the Lenders; provided, however, that (i) each partial reduction shall be in an aggregate amount that is an integral multiple of $5,000,000.00 and 5,000,000, (ii) if at the time of such reduction any Loans are outstanding, each such reduction shall be made pro rata between the Tranche A Facility and the Tranche B Facility, ratably in accordance with each Lender’s Revolving Commitment, and (iii) if any such reduction is to be made in a non pro rata manner as between the Tranche A Facility and the Tranche B Facility (a “Non Pro Rata Commitment Reduction”) at a time when Letters of Credit are outstanding, then, as a condition to the effectiveness of such Non Pro Rata Commitment Reduction, the Administrative Agent shall have received a certificate executed on behalf of the Borrower by a Responsible Officer to the effect that, as of the date of such Non Pro Rata Commitment Reduction, the statements set forth in clauses (b)(i) and (b)(ii) of Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) are true and correct. On and as of the date of any Non Pro Rata Commitment Reduction, the Letter of Credit Undrawn Amounts at such time shall be reallocated to the Lenders in accordance with their new respective Commitments. A notice of termination of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactionsfacilities, and if any notice so states it may be revoked by the applicable Borrower by notice to the Applicable Administrative Agent on or prior to the date specified for the termination of the Revolving Commitments that the refinancing condition has not been met and the termination is to be revoked (it being understood that any Term Loans outstanding at the time of such notice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.14)revoked. (b) If (x) the Tranche B Funding Date has not occurred by the Tranche B Funding Deadline, (y) the Tranche C Funding Date has not occurred by the Tranche C Funding Deadline or (z) the Tranche D Funding Date has not occurred by the Tranche D Funding Deadline, (I) the aggregate Revolving Commitments shall automatically and without further action be reduced Subject to the aggregate amount of the Active Revolving Commitments in effect at such time and (II) the relevant provisos proviso set forth in Section 2.9(b) (Mandatory Prepayments), the definition then current Commitments shall be reduced on each date on which a prepayment of “Revolving Commitment” Loans is made pursuant to Section 2.9(a) (Mandatory Prepayments) or would be required to be made had the outstanding Loans equaled the Commitments then in effect, in each case in the amount of such prepayment (or deemed prepayment) (and the Commitment of each Lender shall thereafter cease to applybe reduced by its Ratable Portion of such amount). Any Each such reduction shall be made ratably pro rata between the Tranche A Facility and the Tranche B Facility. (c) Upon any reduction of the Commitments under the Tranche B Facility pursuant to clause (a) or (b) above, the Tranche B Deposit Amount of each Tranche B Investor shall automatically be reduced by its Tranche B Ratable Portion of such reduction. (d) In connection with any Non Pro Rata Commitment Reduction of the Commitments under the Tranche B Facility, at the request of the Borrower and with the prior written consent of the Administrative Agent (not to be unreasonably withheld), Commitments under the Tranche A Facility may be increased by all or a portion of such Non Pro Rata Commitment Reduction, with such increase to be allocated to one or more Persons (which may be one or more Lenders or otherwise as is reasonably acceptable to the Borrower and the Administrative Agent) who agree in their sole discretion to accept such Commitments. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Commitments under the Tranche A Facility pursuant to this clause (d), the outstanding Tranche A Loans (if any) are held by the Tranche A Lenders in accordance with each Lender’s Revolving Commitmenttheir new Ratable Portions. This may be accomplished at the discretion of the Administrative Agent (i) by requiring the outstanding Tranche A Loans to be prepaid with the proceeds of a new Tranche A Borrowing, (ii) by causing non-increasing Tranche A Lenders to assign portions of their outstanding Tranche A Loans to increasing Tranche A Lenders or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (d) shall be subject to Section 2.14(e) (Special Provisions Governing Eurodollar Rate Loans), but otherwise without premium or penalty.

Reduction and Termination of the Commitments. (ai) Reduction and Termination of the Revolving Credit Commitments. The applicable Borrower may, upon at least three Business Days’ ' prior notice to the Applicable Administrative Agent, terminate in whole or reduce in part ratably (subject to the last sentence of this subclause (i)) the unused portions of the respective Revolving CommitmentsCredit Commitments of the Revolving Credit Lenders under the Revolving Credit Facility; provided, however, that (i) each partial reduction shall be in an aggregate amount that is of not less than $20,000,000 or an integral multiple of $5,000,000.00 1,000,000 in excess thereof. In addition, all outstanding Revolving Credit Commitments shall terminate on the Scheduled Termination Date. Any reduction of the Revolving Credit Commitments shall be applied first, to reduce the Revolving Credit Commitments of any Lenders that are Affiliates of the Borrower on a ratable basis until the aggregate Revolving Credit Commitments of such Lenders is not greater than the largest aggregate Revolving Credit Commitment of an individual non-Affiliate Lender and (ii) then, to ratably reduce the Revolving Credit Commitments of all Lenders by each such Lender's Ratable Portion of the amount of such reduction; provided, that if at the time of any such reduction of the Revolving Credit Commitments or the Revolving Credit Outstandings exceed $0, each Lender shall be made acquire, immediately upon giving effect to such reduction and without recourse or warranty, an undivided participation in the Revolving Credit Outstandings of each other Lender (ratably in accordance with each Lender’s the then Revolving Commitment. A notice of termination of Credit Outstandings) in principal amounts to the extent necessary to ensure that the Revolving Commitments may state that Credit Outstandings of each Lender (after giving effect to such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked by the applicable Borrower by notice reduction in Revolving Credit Commitments) are proportionate to the Applicable Revolving Credit Commitment of such Lender at such time, and, to the extent necessary, by paying to the Administrative Agent on or prior for the account of each other Lender, in immediately available funds in Dollars, an amount equal to the date specified for the termination of the Revolving Commitments that the refinancing condition has not been met and the termination is amount so required to be revoked (it being understood that any Term Loans outstanding at the time of such notice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.14)purchased. (b) If (x) the Tranche B Funding Date has not occurred by the Tranche B Funding Deadline, (y) the Tranche C Funding Date has not occurred by the Tranche C Funding Deadline or (z) the Tranche D Funding Date has not occurred by the Tranche D Funding Deadline, (I) the aggregate Revolving Commitments shall automatically and without further action be reduced to the aggregate amount of the Active Revolving Commitments in effect at such time and (II) the relevant provisos set forth in the definition of “Revolving Commitment” shall thereafter cease to apply. Any such reduction shall be made ratably in accordance with each Lender’s Revolving Commitment.

Reduction and Termination of the Commitments. (a) The applicable Borrower may, upon at least three Business Days’ prior notice to the Applicable Administrative Agent, terminate in whole or reduce in part part, without premium or penalty (other than any amounts owing pursuant to Section 2.14(e)), ratably the unused portions of the respective Revolving CommitmentsCredit Commitments of the Revolving Credit Lenders; provided, however, that (i) each partial reduction shall be in an the aggregate amount that is equal to $1,000,000 or an integral multiple of $5,000,000.00 and (ii) each such reduction shall be made ratably in accordance with each Lender’s Revolving Commitment. A notice of termination of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked by the applicable Borrower by notice to the Applicable Administrative Agent on or prior to the date specified for the termination of the Revolving Commitments that the refinancing condition has not been met and the termination is to be revoked (it being understood that any Term Loans outstanding at the time of such notice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.14)excess thereof. (b) If The then current Revolving Credit Commitments shall be reduced on each date on which a prepayment of Revolving Loans or Swing Line Loans is made pursuant to Section 2.9(a) and (xb) or would be required to be made had the outstanding Revolving Loans and Swing Line Loans equaled the Revolving Credit Commitments then in effect, in each case in the amount of such prepayment (or deemed prepayment) (and the Revolving Credit Commitment of each Lender shall be reduced by its Ratable Portion of such amount). (c) The Tranche A (Euro) Term Loan Commitments were reduced to zero upon the funding of Tranche A (Euro) Term Loans on the Closing Date. (d) The Existing Tranche B Funding Date has not occurred by Term Loan Commitments were reduced to zero upon the funding of Existing Tranche B Funding Deadline, (y) Term Loans on the Closing Date and the Additional Tranche C Funding Date has not occurred by the Tranche C Funding Deadline or (z) the Tranche D Funding Date has not occurred by the Tranche D Funding Deadline, (I) the aggregate Revolving B Term Loan Commitments shall automatically and without further action be reduced to zero upon the aggregate amount funding of the Active Revolving Commitments in effect at such time and (II) Additional Tranche B Term Loans on the relevant provisos set forth in the definition of “Revolving Commitment” shall thereafter cease to apply. Any such reduction shall be made ratably in accordance with each Lender’s Revolving CommitmentAmendment Closing Date.

Reduction and Termination of the Commitments. (a) The applicable Borrower may, upon at least three Business Days’ prior notice to the Applicable Administrative Agent, terminate in whole or reduce in part the unused portions of the LC Facility Commitments or Revolving Commitments; provided, however, that (i) each partial reduction shall be in an aggregate amount that is an integral multiple of $5,000,000.00 and (ii) each such reduction shall be made ratably in accordance with each Lender’s LC Facility Commitment or Revolving Commitment, as applicable. A notice of termination of the LC Facility Commitments or Revolving Commitments Commitments, as applicable, may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked by the applicable Borrower by notice to the Applicable Administrative Agent on or prior to the date specified for the termination of the LC Facility Commitments or Revolving Commitments Commitments, as applicable, that the refinancing condition has not been met and the termination is to be revoked (it being understood that any Term Loans outstanding at the time of such notice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.14). (b) If The Borrowers may, upon at least three Business Days’ prior notice to the Term Loan Administrative Agent, the Revolving and LC Administrative Agent and the Cash Secured LC Issuers (xwhich notice the Term Loan Administrative Agent shall promptly transmit to each of the Term Loan Lenders), without premium or penalty (except as provided in Section 2.11(b)), on any day, permanently terminate or reduce the Cash Secured Letter of Credit Issuer Commitment in whole or in part; provided that, immediately upon any such termination or reduction, (i) the Tranche B Funding Date has not occurred by Borrowers shall prepay the Tranche B Funding Deadline, (y) the Tranche C Funding Date has not occurred by the Tranche C Funding Deadline or (z) the Tranche D Funding Date has not occurred by the Tranche D Funding Deadline, (I) the Term Loans in an aggregate Revolving Commitments shall automatically and without further action be reduced principal amount equal to the aggregate amount of the Active Revolving Commitments in effect at such time and (II) the relevant provisos set forth in the definition Cash Secured Letter of “Revolving Commitment” shall thereafter cease to apply. Any such reduction shall be made ratably Credit Issuer Commitment so terminated or reduced in accordance with the requirements of Section 2.11(a) and (ii) the Cash Secured Letter of Credit Outstandings with respect to each Lender’s Revolving CommitmentCash Secured LC Issuer with a Specified Cash Secured Letter of Credit Commitment shall not exceed the Specified Cash Secured Letter of Credit Commitment of such Cash Secured LC Issuer. The Borrowers shall be permitted to withdraw an amount up to the amount of such prepayment or repayment from the Cash Secured XX Xxxx Collateral Account to complete such prepayment or repayment.

Reduction and Termination of the Commitments. (a) The applicable Borrower may, Borrowers may terminate the commitments in full at any time or reduce them ratably in part in an aggregate amount of Five Million Dollars ($5,000,000) or an integral multiple of One Million Dollars ($1,000,000) in excess thereof from time to time upon at least three five (5) Business Days’ , prior written notice from the Company to the Applicable Administrative Agent; provided that, the Borrowers may not (1) terminate the Commitments pursuant to this subsection at any time that any Revolving Credit Foreign Currency Tranche or Revolving Credit Eurodollar Tranche is outstanding, (2) reduce the Commitments at any time below an amount which is the sum of the aggregate principal amount of outstanding Revolving Credit Foreign Currency Tranches and Revolving Credit Eurodollar Tranches plus the Letter of Credit Liability plus the Swing Line Loans, (3) while any Swing Line Loans remain outstanding, terminate the Commitments in whole or reduce the Commitments below the outstanding Swing Line Loans, and (4) while any Letters of Credit remain outstanding, terminate the Commitments in part whole or reduce the unused portions of Commitments below the Revolving Commitments; provided, however, that (i) each partial reduction shall be in an aggregate amount that is an integral multiple of $5,000,000.00 and Letter of Credit Liability then outstanding other than as provided in (iib) each such reduction shall be made ratably in accordance with each Lender’s Revolving Commitmentbelow. A notice of termination of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked by the applicable Borrower by notice to the Applicable Administrative Agent on or prior to the date specified for Upon the termination of the Commitments in whole, the Borrowers shall pay any accrued Commitment Fees and repay the aggregate principal amount of all Revolving Commitments that the refinancing condition has not been met and the Credit Tranches outstanding on such termination is to be revoked (it being understood that any Term Loans outstanding at the time of such notice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.14).date (b) If (x) The Borrowers shall have the Tranche B Funding Date has not occurred by right to reduce the Tranche B Funding Deadline, (y) the Tranche C Funding Date has not occurred by the Tranche C Funding Deadline or (z) the Tranche D Funding Date has not occurred by the Tranche D Funding Deadline, (I) the aggregate Revolving Commitments shall automatically and without further action be reduced to Letter of Credit Sublimit below the aggregate amount of the Active Revolving Commitments Letter of Credit Liability only upon the Borrowers' pledge of cash collateral in effect at an amount equal to the amount by which such time and (II) Letter of Credit Liability exceeds the relevant provisos set forth Letter of Credit Sublimit as reduced. Such cash collateral shall be deposited in the definition Letter of “Revolving Commitment” Credit Cash Collateral Account. (c) If not sooner terminated pursuant to subsection (a) above, the Commitments shall thereafter cease to apply. terminate on the fifth anniversary of the Initial Funding Date (the "Termination Date"). (d) Any such reduction or termination of the Commitments and the Term Loan Commitments pursuant hereto shall be made ratably in accordance with permanent and neither the Commitments nor the Term Loan Commitments can thereafter be increased or reinstated without the written consent of each Lender’s Revolving CommitmentCredit Bank and Term Loan Bank. (e) The Commitments and the Term Loan Commitments shall be reduced automatically on the Initial Funding Date by the Cash Election Reduction Amount applicable thereto.

Reduction and Termination of the Commitments. (a) The applicable Borrower may, upon at least three Business Days’ ' prior notice to the Applicable Administrative Agent, terminate in whole or reduce in part part, without premium or penalty (other than any amounts owing pursuant to Section 2.14(e)), ratably the unused portions of the respective Revolving CommitmentsCredit Commitments of the Revolving Credit Lenders; providedPROVIDED, howeverHOWEVER, that (i) each partial reduction shall be in an the aggregate amount that is equal to $1,000,000 or an integral multiple of $5,000,000.00 and (ii) each such reduction shall be made ratably in accordance with each Lender’s Revolving Commitment. A notice of termination of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked by the applicable Borrower by notice to the Applicable Administrative Agent on or prior to the date specified for the termination of the Revolving Commitments that the refinancing condition has not been met and the termination is to be revoked (it being understood that any Term Loans outstanding at the time of such notice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.14)excess thereof. (b) If (x) the Tranche B Funding Date has not occurred by the Tranche B Funding Deadline, (y) the Tranche C Funding Date has not occurred by the Tranche C Funding Deadline or (z) the Tranche D Funding Date has not occurred by the Tranche D Funding Deadline, (I) the aggregate The then current Revolving Credit Commitments shall automatically be reduced on each date on which a prepayment of Revolving Loans or Swing Loans is made pursuant to Section 2.9(a) and without further action (b) or would be required to be made had the outstanding Revolving Loans and Swing Loans equaled the Revolving Credit Commitments then in effect, in each case in the amount of such prepayment (or deemed prepayment) (and the Revolving Credit Commitment of each Lender shall be reduced by its Ratable Portion of such amount). (c) The Tranche A (Euro) Term Loan Commitments shall be reduced to zero upon the aggregate amount funding of Tranche A (Euro) Term Loans on the Active Revolving Closing Date. (d) The Tranche B Term Loan Commitments in effect at such time and (II) the relevant provisos set forth in the definition of “Revolving Commitment” shall thereafter cease to apply. Any such reduction shall be made ratably in accordance with each Lender’s Revolving Commitmentreduced to zero upon the funding of Tranche B Term Loans on the Closing Date.