Common use of Reduction of Commitments Clause in Contracts

Reduction of Commitments. The Parent shall have the right, upon at least three Business Days’ irrevocable notice to the Administrative Agent (or such later time as may be reasonable acceptable to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excess.

Reduction of Commitments. (a) The Parent Revolving Commitments and the LC Commitment shall have automatically terminate on the rightapplicable Maturity Date. (b) The Borrower may at any time terminate, upon at least three Business Days’ irrevocable notice or from time to the Administrative Agent (or such later time as may be reasonable acceptable to the Administrative Agent)reduce, to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial (i) any such reduction shall be in the aggregate an amount of $10,000,000 and in that is an integral multiples multiple of $1,000,000 in excess thereof. Any reduction or termination of and (ii) the Revolving Commitments pursuant to this Section shall not be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least two (2) Business Days (or such shorter period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Revolving Aggregate Commitments under this Section, either shall be permanent. Each reduction of the Aggregate Letter Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (d) [reserved] (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Incremental Term Loan Commitment pursuant to an Incremental Amendment (and the Incremental Term Loan Commitment of Credit Sublimit each Lender with such a Commitment) shall terminate in its entirety on the Incremental Term Loan Borrowing Date for such Total Incremental Term Loan Commitment after the funding of all relevant Incremental Term Loans on such date. (f) Each reduction to the Total Term B-3 Loan Commitment and the Total Incremental Term Loan Commitment under a given Tranche pursuant to this Section 4.02 as provided above (or pursuant to Section 5.02) shall be applied proportionately to reduce the Term B-3 Loan Commitment or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or bothIncremental Term Loan Commitment under such Tranche, as the case may be, of each Lender with such a Commitment. (g) [reserved]. (h) [reserved]. (i) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total B-3 Commitment shall be automatically reduced by terminate in its entirety on the amount Amendment and Restatement Effective Date after the funding of all Term B-3 Loans on such excessdate. (j) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total B-4 Commitment shall terminate in its entirety on the Amendment No. 2 Effective Date after the funding of all Term B-4 Loans on such date.

Reduction of Commitments. The Parent Upon at least five (5) calendar days prior written notice to the Administrative Agent, the Company shall have the right, upon at least three Business Days’ irrevocable notice to the Administrative Agent (without premium or such later time as may be reasonable acceptable to the Administrative Agent)penalty, to terminate the Commitments, in whole or in part, provided that: (i) Any such termination shall apply to ratably and permanently reduce ratably in part the unused portion Commitment of the Revolving Commitments; provided that each Bank, (ii) no voluntary prepayment of Bid Rate Loans will be permitted, (iii) any partial reduction termination shall be in the an aggregate amount of at least $10,000,000 and in integral multiples of $1,000,000 5,000,000 in excess thereof. Any reduction , (iv) after a partial termination of Commitments, any Bank with Bid Rate Loans outstanding in excess of its reduced Commitment will be deemed to have made a Bid Rate Loan in excess of its Commitment as provided in Section 2.01, (v) to the extent a prepayment results from a whole or partial termination of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers Company will pay all costs relating to prepayment of a LIBOR Loan as set forth in Section 2.11 and (vi) the Company shall reduce comply with the Revolving Outstanding Amount such that provisions of Section 2.06(B); and (B) If after giving effect to such reduction such excess a partial termination of the Commitments, one or more Banks has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such timeBase Rate Loans and LIBOR Loans, and second depositing in the Cash Collateral Account an amount of cash equal to 100% aggregate, in excess of the remaining excess to be held such Bank's reduced Commitment then the Company shall reduce, by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reducedprepayment, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by subject Base Rate Loans and LIBOR Loans to the amount of such excessBank's Commitment on the effective date of any such partial termination; and (C) If after a partial termination of the Commitments, no Bank has outstanding Base Rate Loans and LIBOR Loans, in the aggregate, in excess of the Bank's reduced Commitment, then, unless otherwise required under Section 2.06(B), no prepayment shall be required by the Company in connection with such partial termination of the Commitments. (D) Upon a reduction in the Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.

Reduction of Commitments. (i) The Parent Borrower shall have the right, right at any time and from time to time upon at least three five (5) Business Days’ irrevocable prior written notice to the Administrative Agent (to reduce by $5,000,000 or such later time as may be reasonable acceptable to the Administrative Agent), an integral multiple thereof or to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial reduction shall be in entirely the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination the Commitments whereupon the Commitments of the Revolving Commitments pursuant to this Section Lenders shall be permanent, reduced pro rata in accordance with no obligation their respective Commitment Percentages of the Revolving Lenders to reinstate amount specified in such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or bothnotice or, as the case may be, terminated. Promptly after receiving any notice of the Borrower delivered pursuant to this Section 2.2(g), the Agent will notify the Lenders of the substance thereof. Upon the effective date of any such reduction or termination, the Borrower shall be automatically reduced by pay to the Agent for the respective accounts of the Lenders the full amount of any Commitment Fee then accrued on the amount of the reduction. No reduction or termination of the Commitments may be reinstated. (ii) In the event of any Major Asset Sale, the Commitments shall be reduced dollar for dollar by an amount equal to the Net Proceeds from such excessMajor Asset Sale, regardless of whether any such Net Proceeds have been applied to any repayment of Loans and regardless of whether any Loans or Letters of Credit are outstanding, and the Borrower shall provide written notice to the Agent of the amount of any such Net Proceeds; provided, however, the Borrower may propose, subject to Majority Lender consent, in writing, an amount of continued Commitments available for reborrowing under this Agreement given the circumstances then existing at the time relating to the remaining Plants and Obligors, and in no event shall any new Commitment amount exceed the original Commitments available as of the Final Order Entry Date. (iii) All Commitments shall automatically terminate at 5:00 P.M., New York City time, on February 19, 2014, if the conditions to the Initial Funding Date set forth in Section 11.1 shall not have been satisfied by such time.

Reduction of Commitments. (a) The Parent aggregate Commitments shall have be automatically, permanently and irrevocably reduced to zero at 5:00 p.m., New York City time, on the rightearlier to occur of (i) the last day of the Certain Funds Period and (ii) the Closing Date (or, upon if applicable, the date on which the Borrower owns at least three Business Days’ irrevocable notice to 90% of the Administrative Agent Shares if no Loans are made on such date), such that no additional Loans or other extension of credit in respect thereof will be made after the Closing Date (or such later earlier date). (b) The Borrower may at any time as may be reasonable acceptable terminate, or from time to time permanently reduce, the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; Commitments under any Tranche provided that each partial reduction shall be in an amount that is an integral multiple of the aggregate amount of $10,000,000 Borrowing Multiple and in integral multiples a minimum amount equal to the Borrowing Minimum. (c) In the event and on each occasion that the Borrower or any of $1,000,000 in excess thereof. Any reduction or termination of its Subsidiaries enters into any Qualifying Term Loan Facility, the Revolving Tranche A Commitments pursuant to this Section then outstanding shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, automatically and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result permanently reduced in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess committed amount under such Qualifying Term Loan Facility (or, if less, by an amount equal to the aggregate amount of the Tranche A Commitments then outstanding) with such reduction to be held effective upon the effectiveness of the definitive documentation for such Qualifying Term Loan Facility and receipt by the Administrative Agent (prior to the entry into any Qualifying Term Loan Facility) of a notice from the Borrower that such term loan facility constitutes a Qualifying Term Loan Facility. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. (d) The Borrower shall promptly (and in any event within two Business Days) notify the Administrative Agent of any Commitment reduction as collateral of result of this Section 2.08, and applied the Administrative Agent will promptly notify each Lender of its receipt of such notice. Commitments reduced pursuant to satisfy drawings under Letters of Credit as they occurthis Section 2.08 may not be reinstated. If after giving effect to any Each reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, any Tranche shall be automatically reduced by made ratably among the amount Lenders of such excessTranche in accordance with their Applicable Percentage of the Commitments of such Tranche.

Reduction of Commitments. (i) The Parent Borrower shall have the right, upon at least three not less than two Business Days’ irrevocable notice to the Administrative Agent, to terminate the L/C Commitments or the Swingline Commitments or, from time to time, to reduce the amount of the L/C Commitments or the Swingline Commitments. (ii) The Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Tranche A Revolving Commitments or, from time to time, to reduce the amount of the Tranche A Revolving Commitments; provided that (except as otherwise expressly provided herein) no such termination or reduction of Tranche A Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Tranche A Revolving Loans made on the effective date thereof, the total Tranche A Revolving Extensions of Credit would exceed the total Tranche A Revolving Commitments. (iii) The Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Tranche B Revolving Commitments or, from time to time, to reduce the amount of the Tranche B Revolving Commitments; provided that no such termination or reduction of Tranche B Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Tranche B Revolving Loans made on the effective date thereof, (A) the aggregate Tranche A Revolving Extension of Credit is greater than zero or any Tranche A Revolving Commitments remain outstanding; or (B) the total Tranche B Revolving Extensions of Credit would exceed the total Tranche B Revolving Commitments. |US-DOCS\115543490.9|| (iv) Except with respect to terminations or reductions of Tranche A Revolving Commitments and Tranche B Revolving Commitments which shall be subject to clauses (i) and (ii) above, the Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments of any Tranche or, from time to time, to reduce the amount of the Revolving Commitments of any Tranche; provided, that no such termination or reduction of Revolving Commitments of any Tranche shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the total Revolving Extensions of Credit of such Tranche would exceed the total Revolving Commitments of such Tranche. Any such partial reduction shall be in an amount equal to $500,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments of the applicable Tranche then in effect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination or reduction under this Section 2.10 if the notice of such termination or reduction stated that such notice was conditioned upon the occurrence or non-occurrence of a transaction or the receipt of a replacement of all, or a portion, of the Revolving Commitments outstanding at such time, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent (on or such later time as may be reasonable acceptable prior to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate specified date) if such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excesscondition is not satisfied.

Reduction of Commitments. (a) The Parent Revolving Commitments and the LC Commitment shall have automatically terminate on the rightapplicable Maturity Date. (b) The Borrower may at any time terminate, upon at least three Business Days’ irrevocable notice or from time to the Administrative Agent (or such later time as may be reasonable acceptable to the Administrative Agent)reduce, to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial (i) any such reduction shall be in the aggregate an amount of $10,000,000 and in that is an integral multiples multiple of $1,000,000 in excess thereof. Any reduction or termination of and (ii) the Revolving Commitments pursuant to this Section shall not be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least two (2) Business Days (or such shorter period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Revolving Aggregate Commitments under this Section, either shall be permanent. Each reduction of the Aggregate Letter Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (d) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Initial Term Loan Commitment shall terminate in its entirety on the Closing Date after the funding of Credit Sublimit all Initial Term Loans on such date. (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Incremental Term Loan Commitment pursuant to an Incremental Amendment (and the Incremental Term Loan Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Incremental Term Loan Borrowing Date for such Total Incremental Term Loan Commitment after the funding of all relevant Incremental Term Loans on such date. (f) Each reduction to the Total Initial Term Loan Commitment and the Total Incremental Term Loan Commitment under a given Tranche pursuant to this Section 4.02 as provided above (or pursuant to Section 5.02) shall be applied proportionately to reduce the Initial Term Loan Commitment or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or bothIncremental Term Loan Commitment under such Tranche, as the case may be, of each Lender with such a Commitment. (g) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total B-1 Commitment shall be automatically reduced by terminate in its entirety on the amount Amendment No. 2 Effective Date after the funding of all Term B-1 Loans on such excessdate. (h) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total B-2 Commitment shall terminate in its entirety on the Amendment No. 3 Effective Date after the funding of all Term B-2 Loans on such date.

Reduction of Commitments. The Parent shall have the right, upon Borrower may at least three Business Days’ irrevocable notice any time or from time to the Administrative Agent (or such later time as may be reasonable acceptable to the Administrative Agent), to terminate permanently reduce in whole or reduce ratably in part the unused portion Tranche A Commitments or the Tranche B Commitments of the Revolving Banks hereunder to an amount not less than the aggregate principal amount of the Tranche A Loans (including Swing Loans) or Tranche B Loans, as appropriate, then outstanding; provided, however, that the Tranche A Commitment shall not be reduced either in whole or in part unless Borrower shall have first permanently reduced in whole the Tranche B Commitments; . Borrower shall give Agent not fewer than three (3) Business Days' notice of any such reduction, provided that each any partial reduction shall be in the an aggregate amount for all of the Banks of Five Million Dollars ($10,000,000 5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and in integral multiples of $1,000,000 in excess such Bank's proportionate share thereof. Any reduction or termination After each such reduction, the facility fees payable hereunder shall be calculated upon the amount of the Revolving Tranche A Commitments pursuant to this Section shall be permanent, with no obligation of or the Revolving Lenders to reinstate such Revolving Tranche B Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitmentsas appropriate, as so reduced. To If Borrower reduces in whole the extent that a Revolving Commitment reduction would result in Tranche A Commitments or the Revolving Outstanding Amount exceeding Tranche B Commitments of the aggregate Revolving CommitmentsBanks, on the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to effective date of such reduction such excess has been eliminated. Such reductions (Borrower having prepaid in full the unpaid principal balance, if any, of the appropriate Notes, together with all interest and facility and other fees accrued and unpaid), all of the appropriate Notes shall be made delivered to the extent necessary by first prepaying the Revolving Advances outstanding at Agent marked "Canceled" and Agent shall redeliver such time, and second depositing in the Cash Collateral Account an amount of cash equal Notes to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occurBorrower. If after giving effect to any Any partial reduction of the Revolving Tranche A Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Tranche B Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by effective during the amount remainder of such excessthe applicable Commitment Period.

Reduction of Commitments. The Parent Borrower shall have the right, right at any time and from time to time upon at least three five (5) Business Days’ irrevocable Days prior written notice to the Administrative Agent (to reduce by $5,000,000 or such later time as may be reasonable acceptable to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in an integral multiples multiple of $1,000,000 in excess thereof. Any reduction thereof or termination to terminate entirely the Total Commitment in excess of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding Exposure at such time, and second depositing in whereupon the Cash Collateral Account an amount of cash equal to 100% Commitments of the remaining excess to Lenders shall be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction reduced pro rata in accordance with their respective Commitment Percentages of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or bothamount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Borrower delivered pursuant to this ss.2.3, the Administrative Agent will notify the Lenders of the substance thereof. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Administrative Agent for the respective accounts of such Lenders the full amount of any Commitment Fee then accrued on the amount of the reduction. No reduction or termination of the Commitments may be automatically reinstated. If the Total Commitment is terminated or reduced by the Borrower in whole or in part on or prior to the second anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent for the benefit of the Lenders an early termination fee in an amount calculated as follows: (a) if such termination or reduction is concluded on or prior to the second anniversary of the Original Closing Date, an amount equal to one-half of one percent (0.5%) of the Total Commitment immediately prior to such termination or in the case of a partial reduction, one-half of one percent (0.5%) of the amount of such excessreduction; or (b) if such termination or reduction is concluded after the second anniversary of the Original Closing Date, the Borrower will not be required to pay an early termination fee. For greater clarity, the Borrower acknowledges and agrees that as a direct and proximate result of such termination under the aforesaid circumstances, the Lenders will suffer a loss in an amount which is difficult to calculate and determine with certainty and, therefore, as a result of the Borrower's and each Lender's reasonable endeavour to ascertain and agree in advance to the amount necessary to compensate the Lenders for said loss, the Borrower has agreed to pay the aforesaid early termination fees described in this ss.2.3 in the circumstances described.

Reduction of Commitments. (a) The Parent US Borrower shall have the right, right at any time and from time to time upon at least three five (5) US Business Days’ irrevocable Days prior written notice to the Administrative Agent (to reduce by $500,000 or such later time as may be reasonable acceptable to an integral multiple thereof or terminate entirely the Administrative Agent)Total US Commitment, to terminate in whole or reduce ratably in part whereupon the unused portion US Commitments of the US Revolving Commitments; provided that each partial reduction Credit Banks shall be reduced pro rata in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination accordance --- ---- with their respective US Commitment Percentages of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate amount specified in such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or bothnotice or, as the case may be, terminated. Promptly after receiving any notice of the US Borrower delivered pursuant to this (S)2.3 (a) the Administrative Agent will notify the US Revolving Credit Banks of the substance thereof. Upon the effective date of any such reduction or termination, the US Borrower shall be automatically reduced by pay to the Administrative Agent for the respective accounts of the US Revolving Credit Banks the full amount of any US Commitment Fee then accrued on the amount of the reduction. No reduction or termination of the US Commitments may be reinstated. (b) The Australian Borrower shall have the right at any time and from time to time upon five (5) Australian Business Days prior written notice to the Australian Agent to reduce by $500,000 or an integral multiple thereof or terminate entirely the Total Australian Commitment, whereupon the Australian Commitments of the Australian Banks shall be reduced pro rata in --- ---- accordance with their respective Australian Commitment Percentages of the amount specified in such excessnotice or, as the case may be, terminated. Promptly after receiving any notice of the Australian Borrower delivered pursuant to this (S)2.3(b), the Australian Agent will notify the Australian Banks and the Administrative Agent of the substance thereof. Upon the effective date of any such reduction or termination, the Australian Borrower shall pay to the Australian Agent for the respective accounts of the Australian Banks the full amount of any Australian Commitment Fee then accrued on the amount of the reduction. No reduction or termination of the Total Australian Commitments may be reinstated. (c) The Mexican Borrower shall have the right at any time and from time to time upon five (5) Mexican Business Days prior written notice to the Administrative Agent to reduce by $500,000 or an integral multiple thereof or terminate entirely the Total Mexican Commitment, whereupon the Mexican Commitments of the US Revolving Credit Banks shall be reduced pro --- rata in accordance with their respective Mexican Commitment Percentages of ---- the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Mexican Borrower delivered pursuant to this (S)2.3(c), the Administrative Agent will notify the US Revolving Credit Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Mexican Borrower shall pay to the Administrative Agent for the respective accounts of the US Revolving Credit Banks the full amount of any Mexican Commitment Fee then accrued on the amount of the reduction. No reduction or termination of the Total Mexican Commitments may be reinstated.

Reduction of Commitments. (a) The Parent shall have Borrowers may reduce the rightRevolver Commitments, upon at least three Business Days’ irrevocable notice subject to payment of the Administrative Agent Prepayment Premium, if applicable, in accordance with Section 4.04, to an amount (or such later time as which may be reasonable acceptable zero) not less than the sum of (A) the Revolver Usage as of such date, plus (B) the principal amount of all Revolving Loans not yet made as to the Administrative Agentwhich a request has been given by a Borrower under Section 2.02(a), to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial . Each such reduction shall be in the an aggregate amount of $10,000,000 and in integral multiples 5,000,000 or any whole multiple of $1,000,000 in excess thereof (unless the Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $5,000,000), shall be made by providing not less than ten (10) Business Days prior written notice to Revolving Agent, and shall be irrevocable. Once reduced, the Revolver Commitments may not be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Revolving Lender proportionately in accordance with its ratable share thereof. Any reduction or All Unused Line Fees payable pursuant to Section 4.01(b) accrued until the effective date of any termination of the Revolving Revolver Commitments pursuant will be paid on the effective date of such termination with respect to this Section the Revolver Commitments so terminated. (b) The Borrowers may reduce the Delayed Draw Term Commitments to any amount (which may be zero). Each such reduction shall be permanent, with no obligation in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (unless the Delayed Draw Term Commitments are being reduced to zero and the amount of the Revolving Lenders Delayed Draw Term Commitments in effect immediately prior to reinstate such Revolving Commitmentsreduction are less than $5,000,000), shall be made by providing not less than ten (10) Business Days prior written notice to Administrative Agent, and shall be irrevocable. Once reduced, the Commitment Fees shall thereafter Delayed Draw Term Commitments may not be computed on the basis increased. Each such reduction of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers Delayed Draw Term Commitments shall reduce the Revolving Outstanding Amount Delayed Draw Term Commitments of each Lender proportionately in accordance with its ratable share thereof. All Unused DDTL Fees payable pursuant to Section 4.01(c) accrued until the effective date of any termination of the Delayed Draw Term Commitment will be paid on the effective date of such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made termination with respect to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as Delayed Draw Term Commitment so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessterminated.

Reduction of Commitments. (a) The Parent Borrower hereby irrevocably elects to permanently reduce the Total Commitment from $85,000,000 to $80,000,000 effective on and as of the Effective Date (as defined in Paragraph 13 below). As a result, on the Effective Date, the Total Commitment shall have the right, upon at least three Business Days’ irrevocable notice be permanently reduced to $80,000,000 and each Bank’s Commitment shall be reduced to the Administrative Agent (or such later time as may amount set forth on the revised Schedule I attached hereto, which shall be reasonable acceptable substituted for the Schedule I now attached to the Administrative Agent)Credit Agreement. (b) The Borrower also hereby irrevocably elects to permanently reduce the Total Commitment, effective on and as of September 30, 2003, from $80,000,000 to terminate $75,000,000. As a result, on September 30, 2003, the Total Commitment shall be permanently reduced to $75,000,000 and each Bank’s Commitment shall be correspondingly reduced in whole or reduce ratably proportion to its Commitment Percentage as in part effect on such date, all of which shall be confirmed by the unused portion Agent by its preparation and distribution of a revised Schedule I to the Credit Agreement to be substituted for the Schedule I attached hereto. (c) The Borrower also hereby irrevocably elects to cancel the Total Commitment effective February 19, 2004. In furtherance thereof, the definition of the Revolving Commitments; provided that each partial reduction shall be term “Termination Date” contained in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination Section 1.1 of the Revolving Commitments pursuant Credit Agreement is hereby amended by deleting the date “February 19, 2005” and inserting in lieu thereof, the date “February 19, 2004”. (d) On the Effective Date and on September 30, 2003, the Borrower shall prepay Loans to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent necessary so that a Revolving the Total Exposure at such dates does not exceed the Total Commitment reduction would result as in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount effect on such that dates after giving effect to such reduction such excess has been eliminatedthe above reductions. Such reductions In addition, on February 19, 2004, the Borrower shall pay the Loans in full together with all accrued interest thereon and any other amounts owed under the Loan Documents. The failure to make any of the foregoing payments shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount immediate Event of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessDefault.

Reduction of Commitments. (a) The Parent Borrower shall have the right, upon at least three Business Days’ irrevocable fifteen (15) days notice to the Administrative Agent (or such later time as may be reasonable acceptable to the Administrative Agent), to terminate reduce in whole or reduce ratably in part (ratably as to all Lenders) the unused portion Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount or both, provided, however, that the Expansion Loan Commitment Amount and the Revolving Credit Commitment Amount of the Revolving Commitments; provided that each partial reduction Lenders shall not be in reduced to an amount which is less than the aggregate amount of $10,000,000 the Expansion Loans and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section shall be permanentCredit Loans, with no obligation of the Revolving Lenders to reinstate such Revolving Commitmentsrespectively, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances then outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any prepayments made in connection with such reduction and the Borrower shall pay any Prepayment Fee required under Section 3.3.2, provided, further, however, that each partial reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit Expansion Loan Commitment Amount or the Swingline Sublimit exceeds the Revolving Credit Commitment Amount shall be in an aggregate Revolving Commitments as so reducedamount of $1,000,000 or an integral multiple of $500,000 in excess thereof (or, if less, the Aggregate Letter entire amount thereof). Any notice given pursuant to this subsection (a) of Section 3.3.4 shall be irrevocable, and once the Expansion Loan Commitment Amount or the Revolving Credit Sublimit, the Swingline Sublimit or bothCommitment Amount, as the case may be, is reduced pursuant to this subsection (a) of Section 3.3.4, such amount thereafter may not be reinstated or increased. The Borrower shall not be permitted to reduce the Revolving Credit Commitment Amount unless the Expansion Loan Commitment Amount has been reduced to zero in accordance with the terms hereof. (b) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) and the Revolving Credit Commitment (and the Revolving Credit Commitment Amount) shall be automatically permanently reduced by the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries as a result of any sale or disposition of assets; provided, however, that unless such excesssale or other disposition would require, whether immediately or with the passage of time, a repayment or prepayment of principal on, or a redemption of, any of the Senior Notes, no such reduction shall be required as a result of (i) the sale by the Borrower or any of its Subsidiaries of assets in the ordinary course of business, (ii) the sale by the Borrower or any of its Subsidiaries of any assets in a single transaction or a series of related transactions where the aggregate net book value of such assets sold or disposed does not to exceed $250,000, and (iii) the disposition by the Borrower or any of its Subsidiaries of up to 5,000 Telephones in the aggregate during the term of this Agreement solely in exchange for other Telephones. Any reduction required under this subsection (b) shall be effective immediately upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds, and shall be applied first to the Expansion Loan Commitment Amount until the Expansion Loan Commitment Amount is zero and then shall be applied to the Revolving Credit Commitment Amount. (c) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) and the Revolving Credit Commitment (and the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from the issuance by the Borrower or any of its Subsidiaries of debt securities or from the incurrence by the Borrower or any of its Subsidiaries of any Indebtedness other than Indebtedness permitted under Section 6.2.2. Any reduction required under this subsection (c) shall be effective immediately upon receipt by the Borrower or any of its Subsidiaries of such Net Cash Proceeds. Any reduction pursuant to this subsection (c) shall be applied first to the Expansion Loan Commitment Amount and then to the Revolving Credit Commitment Amount. (d) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) and the Revolving Credit Loan Commitment (and the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of any prepayments required under subsection (f) of Section 3.3. 1. Any reduction pursuant to this subsection (d) shall be applied first to the Expansion Loan Commitment Amount and then to the Revolving Credit Commitment Amount. (e) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) shall be permanently reduced on any day occurring on or after November 30, 1998 that the principal amount of any Expansion Loans are repaid by the Borrower by the amount of such repayment. (f) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) shall be permanently reduced on November 30, 1998 by the amount by which the Expansion Loan Commitment Amount on such date exceeds the aggregate outstanding principal amount of all Expansion Loans on such date.

Reduction of Commitments. (a) The Parent Revolving Commitments and the LC Commitment shall have automatically terminate on the rightapplicable Maturity Date. (b) The Borrower may at any time terminate, upon at least three Business Days’ irrevocable notice or from time to the Administrative Agent (or such later time as may be reasonable acceptable to the Administrative Agent)reduce, to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial (i) any such reduction shall be in the aggregate an amount of $10,000,000 and in that is an integral multiples multiple of $1,000,000 in excess thereof. Any reduction or termination of and (ii) the Revolving Commitments pursuant to this Section shall not be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least two (2) Business Days (or such shorter period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Revolving Aggregate Commitments under this Section, either shall be permanent. Each reduction of the Aggregate Letter Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (d) [reserved] (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Incremental Term Loan Commitment pursuant to an Incremental Amendment (and the Incremental Term Loan Commitment of Credit Sublimit each Lender with such a Commitment) shall terminate in its entirety on the Incremental Term Loan Borrowing Date for such Total Incremental Term Loan Commitment after the funding of all relevant Incremental Term Loans on such date. (f) Each reduction to the Total Term B-3 Loan Commitment and the Total Incremental Term Loan Commitment under a given Tranche pursuant to this Section 4.02 as provided above (or pursuant to Section 5.02) shall be applied proportionately to reduce the Term B-3 Loan Commitment or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or bothIncremental Term Loan Commitment under such Tranche, as the case may be, of each Lender with such a Commitment. (g) [reserved]. (h) [reserved]. (i) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total B-3 Commitment shall be automatically reduced by terminate in its entirety on the amount Amendment and Restatement Effective Date after the funding of all Term B-3 Loans on such excessdate.

Reduction of Commitments. The Parent shall have (a) At any time the rightBorrower may, upon at least three five Business Days’ irrevocable ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent (or such later time as may be reasonable acceptable and the Agents, to the Administrative Agent)Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to terminate in whole or reduce ratably in part be received prior to 3:00 p.m., New York City time, on the unused portion of the Revolving Commitments; provided that each next succeeding Business Day. Each partial reduction shall be in the a minimum aggregate amount of $10,000,000 and in 5,000,000 or integral multiples of $1,000,000 in DB1/ 139452285.4144571789.3 49 excess thereof. Any request for a reduction or termination of in the Revolving Commitments pursuant to this Section Facility Amount shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, irrevocable and the Commitment Fees Borrower shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result deliver no more than four such requests in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any 12-month period. (b) In connection with any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reducedFacility Amount, the Borrower shall remit to the Administrative Agent and the Agents, (i) instructions regarding such reduction and (ii) cash for payment to each Lender, in an amount sufficient to pay any Aggregate Letter Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of Credit Sublimitany Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Swingline Sublimit or bothAdministrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, as second to the case may bepayment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Commitment of such Committed Lender shall be automatically reduced by to zero. On the amount Termination Date, the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such excessEarly Amortization Event, then the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. The Parent shall have Company (on behalf of itself and the rightSubsidiary Borrowers) may permanently reduce the Aggregate Revolving Loan Commitment in whole, or in part ratably among the Revolving Lenders, in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof, unless the Aggregate Revolving Loan Commitment is reduced in whole, upon at least three (3) Business Days’ irrevocable prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided, however, that the amount of the Aggregate Revolving Loan Commitment may not be reduced below the aggregate principal Dollar Amount of the outstanding Revolving Credit Obligations. All accrued facility fees shall be payable on the effective date of any termination of the obligations of the Revolving Lenders to make Revolving Loans hereunder. In addition, each Alternate Currency Borrower may, upon three (3) Business Days’ prior written notice to the Administrative Agent (or such later time as may be reasonable acceptable and to the Administrative Agent)applicable Alternate Currency Bank, to terminate in whole entirely at any time or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial reduction shall be in the from time to time, by an aggregate amount of $10,000,000 and in integral multiples 5,000,000 or any larger multiple of $1,000,000 (or as otherwise set forth on the applicable Alternate Currency Addendum), the unused portions of the applicable Alternate Currency Commitment as specified by the applicable Alternate Currency Borrower in excess thereofsuch notice to the Administrative Agent and the Alternate Currency Bank; provided, however, that at no time shall the Alternate Currency Commitments be reduced to a figure less than the total of the outstanding principal amount of all Alternate Currency Loans. Any reduction Notwithstanding the foregoing, the Borrowers may rescind or postpone any notice of termination of the Revolving Credit Commitments pursuant to this Section if such termination would have resulted from a refinancing of any Revolving Credit Commitments, which refinancing shall not be consummated or otherwise shall be permanentdelayed; provided, with no obligation that such rescission shall not limit the indemnification requirements of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessSection 4.4.

Reduction of Commitments. The Parent shall have (a) At any time the rightBorrower may, upon at least three five Business Days’ irrevocable ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent (or such later time as may be reasonable acceptable and the Agents, to the Administrative Agent), to terminate in whole or reduce ratably in part Commitments of each Lender pro rata based on the unused portion Lender Percentage represented by such Commitment. Any such reduction of the Revolving Commitments; provided that each Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in the a minimum aggregate amount of $10,000,000 and in 5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction or termination of in the Revolving Commitments pursuant to this Section Facility Amount shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, irrevocable and the Commitment Fees Borrower shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result deliver no more than four such requests in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any 12-month period. (b) In connection with any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reducedFacility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Letter Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of Credit Sublimitany Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Swingline Sublimit or bothAdministrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, as second to the case may bepayment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced by to zero. On the amount Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such excess.Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event. 52

Reduction of Commitments. The Parent Revolver Commitments shall have terminate on the rightMaturity Date. The Borrowers may reduce the Revolver Commitments of eitherany Class, upon at least three Business Days’ irrevocable notice without premium or penalty, to an amount not less than the Administrative Agent sum of (A) the Revolver Usage of such Class as of such date, plus (B) the principal amount of all Revolving Loans of such Class not yet made as to which a request has been given by the Borrowers under Section 2.3(a) or such later time as may be reasonable acceptable to the Administrative Agent2.3(b), plus (C) the amount of all Letters of Credit of such Class not yet issued as to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial which a request has been given by Borrowers pursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than $5,000,000 (unless the aggregate Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $10,000,000 5,000,000), shall be made by providing not less than five (5) Business Days prior written notice to Agent or such shorter period as the Agent may agree in its reasonable discretion, and shall be irrevocable; provided that such notice of termination may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of one or more securities offerings or other transactions, in integral multiples of $1,000,000 in excess thereofwhich case such notice may be revoked by the Borrowers (by notice to Agent from Parent on or prior to the specified effective date) if such condition is not satisfied. Any Once reduced, the Revolver Commitments may not be increased. Each such reduction or termination of the Revolving Revolver Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolver Commitments of each Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminatedLender proportionately in accordance with its ratable share thereof. Such reductions shall be made to In the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount event of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolver Commitments prior to the Canadian Amendments Effective Date (as defined in the Sixth Amendment), with respect to each Revolving Commitments under this SectionLender, either such reduction will be deemed to reduce such Revolving Lender’s “Tranche A U.S. Revolver Commitments” prior to reducing such Revolving Lender’s “Tranche A Multicurrency Revolver Commitments” (in each case to become effective on the Aggregate Letter of Credit Sublimit or Canadian Amendments Effective Date pursuant to the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessSixth Amendment).

Reduction of Commitments. The Parent shall have Borrower may permanently reduce the rightAggregate Revolving Loan Commitment, the Aggregate Term Loan Commitment or the Aggregate Acquisition Loan Commitment in whole or in part ratably among the Lenders, in an aggregate minimum amount of $250,000 and integral multiples of $100,000 in excess of that amount, upon at least three Business Days’ irrevocable ' written notice to the Administrative Agent (or Agent, which notice shall specify the amount of any such later time as may be reasonable acceptable reduction and whether such reduction relates to the Administrative AgentAggregate Revolving Loan Commitment, the Aggregate Term Loan Commitment or the Aggregate Acquisition Loan Commitment (each such notice, a "REDUCTION NOTICE"); PROVIDED, HOWEVER, that the amount of the Aggregate Revolving Loan Commitment may not be reduced below the aggregate principal amount of the outstanding Revolving Credit Obligations. All accrued commitment fees with respect to terminate in whole or reduce ratably in part the unused portion of the Aggregate Revolving Commitments; provided that each partial reduction Loan Commitment, the Aggregate Term Loan Commitment or Aggregate Acquisition Loan Commitment being terminated shall be in payable on the aggregate amount effective date of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or any termination of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation obligations of the Revolving Lenders to reinstate such make Revolving CommitmentsLoans, and the Commitment Fees shall thereafter be computed on the basis of the Revolving CommitmentsTerm Loans or Acquisition Loans, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitmentsapplicable, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excesshereunder.

Reduction of Commitments. (a) The Parent Revolving Credit Commitment shall reduce (i) on the Availability Termination Date to an amount equal to (x) the Working Capital Commitment, PLUS (y) the amount of the aggregate outstanding principal amount of Acquisition Loans, and (ii) thereafter by the amount of each payment made or required to be made pursuant to Section 3.05(c), (d) (e), (f), (g) or (h) or Section 3.06. (b) The Company shall have the right, upon right at least three Business Days’ irrevocable notice to the Administrative Agent (or such later any time as may be reasonable acceptable to the Administrative Agent), to terminate in whole this Agreement, or from time to time, irrevocably to reduce ratably in part the unused portion amount of the Revolving Commitments; provided that each partial Credit Commitment upon at least 30 days' prior written notice to the Agent. Such notice shall be irrevocable on the part of the Company and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in the aggregate an amount of Two Million Five Hundred Thousand Dollars ($10,000,000 and in 2,500,000) or an integral multiples of $1,000,000 in excess multiple thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate Upon any such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitmentsreduction, the Borrowers Company shall reduce the simultaneously prepay any outstanding Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made Credit Loans to the extent necessary by first prepaying so that the aggregate outstanding principal amount of the Revolving Advances outstanding at such time, and second depositing in Credit Loans does not exceed the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Revolving Credit as they occur. If Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Agent's exercise of remedies under Section 8.01. In the event the Company exercises its rights under this paragraph to prepay the Revolving Credit Loans and terminate this Agreement or permanently reduce the Revolving Credit Commitment, the Company agrees that such prepayment shall be accompanied by (i) the payment by the Company to the Agent for the ratable account of the Lenders of all accrued and unpaid interest and, in the case of a termination of this Agreement, all fees and other remaining Obligations hereunder and (ii) if such reduction or prepayment shall occur prior to the first anniversary of the Closing Date, the payment of a fee to the Agent for the ratable account of the Lenders equal to 1.50% multiplied by the amount by which the Revolving Credit Commitments are permanently reduced by such exercise. The amount of the Revolving Commitments under Credit Commitment may not be reinstated if it is reduced or if this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced Agreement is terminated by the amount of such excessCompany.

Reduction of Commitments. (a) The Parent shall have the right, Borrower at its option may at any time and from time to time upon at least three Domestic Business Days’ irrevocable ' notice to the Administrative Agent (or such later time as may be reasonable acceptable to the Administrative Agent), to terminate in whole their entirety or reduce ratably reduce, in part the unused portion of the Revolving Commitments; provided that each partial reduction shall be in the an aggregate amount of $10,000,000 and in integral multiples or any larger multiple of $1,000,000 in excess thereof5,000,000, the unused Commitments (any such reduction to be applied ratably to the respective Commitments of all Banks). Any For this purpose, the Commitments shall be deemed unused at any time to the extent (and only to the extent) that the Borrower could at such time borrow Committed Loans without causing the Credits to exceed the aggregate Commitments at such time. Upon any termination or reduction or termination of the Revolving Commitments pursuant to this Section subsection (a) or subsection (b) below, the Administrative Agent shall promptly notify each Bank of such termination or reduction. Each reduction of the Commitments pursuant to this subsection (a) shall be permanent. (b) In addition, with no obligation the Commitments shall be reduced upon the incurrence by the Parent Guarantor or any of its Subsidiaries of Excess Secured Debt (other than Excess Secured Debt arising out of the Revolving Lenders refinancing, extension, renewal or refunding of other Excess Secured Debt, except to reinstate such Revolving Commitmentsthe extent, and only to the Commitment Fees extent, that the outstanding principal amount of such other Excess Secured Debt is increased), in an amount equal to the cash proceeds of such Excess Secured Debt, net of the reasonable expenses of the Parent Guarantor or such Subsidiary in connection with such incurrence. (c) The reduction required by subsection (b) of this Section 2.10 shall thereafter be computed effective on the basis date of receipt by the Parent Guarantor or any of its Subsidiaries of the Revolving Commitmentsamounts described therein; provided that, in the event such amounts shall aggregate less than $10,000,000, such reduction shall be effective forthwith upon receipt by the Parent Guarantor or any of its Subsidiaries of proceeds which, together with all other amounts described in subsection (b) above not previously applied pursuant to subsection (b) of this Section 2.10, aggregate $10,000,000 or more. The Borrower shall give the Administrative Agent at least four Euro-Dollar Business Days' notice of each reduction in the Commitments pursuant to subsection (b) of this Section 2.10 and a certificate of a Principal Officer of the Parent Guarantor, setting forth the information, in form and substance satisfactory to the Administrative Agent, necessary to determine the amount of each such reduction. (d) Each reduction of the Commitments pursuant to subsection (b) of this Section 2.10 shall be applied ratably to the respective Commitments of the Banks. In addition, each reduction of the Commitments pursuant to subsection (b) of this Section 2.10 shall be permanent. (e) On each date on which a reduction required by subsection (b) becomes effective, the Borrower shall repay or prepay such principal amount of the outstanding Credits, if any, as may be necessary so reduced. To that after such payment or prepayment, (i) the extent that a Revolving Commitment reduction would result in unpaid principal amount of the Revolving Outstanding Amount exceeding Credits does not exceed the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that Commitments after giving effect to such reduction of the Commitments and (ii) the unpaid principal amount of the Committed Loans of each Bank does not exceed the amount of the Commitment of such excess has been eliminatedBank as then reduced. Such reductions The particular Borrowings to be repaid shall be made as designated by the Borrower in the related Notice or Notices of Borrowing; provided that if there shall have been a mandatory reduction of the Commitments pursuant to subsection (b) of this Section 2.10 at a time such that, and with the result that, this subsection (e) would otherwise require payment of principal of Fixed Rate Loans or portions thereof prior to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% last day of the remaining excess related Interest Period, such payment shall be deferred to be held such last day unless the Required Banks otherwise elect by notice to the Borrower through the Administrative Agent as collateral (and applied the facility fee provided for in Section 2.09(a) shall continue to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by accrue on the amount of such excessdeferred payment until such payment is made). Each repayment or prepayment pursuant to this subsection (e) shall be made together with accrued interest to the date of payment or prepayment, and shall be applied ratably to payment of the Credits of the several Banks in the related Borrowing.

Reduction of Commitments. (a) The Parent Revolving Credit Commitment shall permanently reduce (i) to the extent directed by the Borrower pursuant to Section 2.11(b), and (ii) to Zero Dollars ($0) on the Commitment Termination Date. (b) The Borrower shall have the rightright at any time to terminate in whole the Revolving Credit Commitments and this Agreement, or from time to time, irrevocably to reduce in part the amount of the Revolving Credit Commitments upon at least three Business Daysthirty (30) days’ irrevocable prior written notice to the Administrative Agent (or such later time as may be reasonable acceptable Agent; provided that Borrower must demonstrate to the reasonable satisfaction of the Administrative Agent), Agent that immediately before and after giving effect to terminate in whole or reduce ratably in part the unused portion a reduction of the Revolving Commitments; provided that each partial Credit Commitments under this Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice shall be irrevocable on the part of the Borrower and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in the aggregate an amount of $10,000,000 and in 5,000,000 or an integral multiples of multiple $1,000,000 in excess thereof. Any reduction or termination Upon any such reduction, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the payment of the Revolving Commitments any charges incurred pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made 9.4(d)) to the extent necessary by first prepaying so that the aggregate outstanding principal amount of the Revolving Advances outstanding at such time, and second depositing in Loans does not exceed the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Revolving Credit as they occur. If Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Commitments Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borrower. (c) In the event the Borrower exercises its rights under this Section, either Section 2.11(b) to reduce the Aggregate Letter of Revolving Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reducedCommitment, the Aggregate Letter Borrower agrees that any such prepayment or reduction shall be accompanied by (i) in the case of Credit Sublimita prepayment in full and termination of this Agreement, the Swingline Sublimit or both, as the case may be, shall be automatically reduced payment by the amount Borrower to the Administrative Agent for the ratable account of such excessthe Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d).

Reduction of Commitments. The Parent shall have (i) Harley may permanently reduce the rightAggregate Commitment in whole, or in part ratably among the Lenders, in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess of that amount, upon at least three five (5) Business Days’ irrevocable prior written notice to the Global Administrative Agent, which notice shall specify the amount of any such reduction; provided, however, that the amount of the Aggregate Commitment may not be reduced below the sum of the aggregate principal amount of the outstanding Advances. All accrued and unpaid commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. The Global Administrative Agent shall promptly distribute to the relevant Lenders any notices received by it under this Section 2.4(a)(i). Any such notice delivered by Harley pursuant to this Section 2.4(a)(i) may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by Harley (by notice to the Global Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (ii) Notwithstanding the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other combination of any two or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a “Combination” and each Lender which is a party to such Combination being hereinafter referred to as a “Combined Lender”), Harley may notify the Global Administrative Agent that it desires to reduce the Commitment of the Lender surviving such Combination (the “Surviving Lender”) to an amount equal to the Commitment of that Combined Lender which had the largest Commitment of each of the Combined Lenders party to such Combination (such largest Commitment being the “Surviving Commitment” and the Commitments of the other Combined Lenders being hereinafter referred to, collectively, as the “Retired Commitments”). If the Required Lenders (determined as set forth below) and the Global Administrative Agent agree to such reduction in the Surviving Lender’s Commitment, then (i) the aggregate amount of the Commitments shall be reduced by the Retired Commitments effective upon the effective date of the Combination (or such later time date as Harley may specify in its request), provided, that, on or before such date the Borrowers have paid in full the outstanding principal amount of the Loans of each of the Combined Lenders other than the Combined Lender whose Commitment is the Surviving Commitment, (ii) from and after the effective date of such reduction, the Surviving Lender shall have no obligation with respect to the Retired Commitments, and (iii) Harley shall notify the Global Administrative Agent whether they wish such reduction to be reasonable a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then Harley shall be responsible for finding one or more financial institutions (each, a “Replacement Lender”), acceptable to the Global Administrative AgentAgent (such acceptance not to be unreasonably withheld or delayed), willing to terminate in whole or reduce ratably in part assume the unused portion obligations of a Lender hereunder with aggregate Commitments up to the amount of the Revolving Retired Commitments; provided that each partial reduction . The Global Administrative Agent may require the Replacement Lenders to execute such documents, instruments or agreements as the Global Administrative Agent deems necessary or desirable to evidence such Replacement Lenders’ agreement to become parties hereunder. For purposes of this Section 2.4(a)(ii), Required Lenders shall be determined as if the reduction in the aggregate amount of $10,000,000 the Commitments requested by Harley had occurred (i.e., the Combined Lenders shall be deemed to have a single Commitment equal to the Surviving Commitment and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination the aggregate amount of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders deemed to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has have been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessRetired Commitments).

Reduction of Commitments. (a) The Parent Revolving Commitments and the LC Commitment shall have automatically terminate on the rightapplicable Maturity Date. (b) The Borrower may at any time terminate, upon at least three Business Days’ irrevocable notice or from time to the Administrative Agent (or such later time as may be reasonable acceptable to the Administrative Agent)reduce, to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial (i) any such reduction shall be in the aggregate an amount of $10,000,000 and in that is an integral multiples multiple of $1,000,000 in excess thereof. Any reduction or termination of and (ii) the Revolving Commitments pursuant to this Section shall not be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least two (2) Business Days (or such shorter period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Revolving Aggregate Commitments under this Section, either shall be permanent. Each reduction of the Aggregate Letter Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (d) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Initial Term Loan Commitment shall terminate in its entirety on the Closing Date after the funding of Credit Sublimit all Initial Term Loans on such date. (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Incremental Term Loan Commitment pursuant to an Incremental Amendment (and the Incremental Term Loan Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Incremental Term Loan Borrowing Date for such Total Incremental Term Loan Commitment after the funding of all relevant Incremental Term Loans on such date. (f) Each reduction to the Total Initial Term Loan Commitment and the Total Incremental Term Loan Commitment under a given Tranche pursuant to this Section 4.02 as provided above (or pursuant to Section 5.02) shall be applied proportionately to reduce the Initial Term Loan Commitment or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or bothIncremental Term Loan Commitment under such Tranche, as the case may be, of each Lender with such a Commitment. (g) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total B-1 Commitment shall be automatically reduced by terminate in its entirety on the amount Amendment No. 2 Effective Date after the funding of all Term B-1 Loans on such excessdate.

Reduction of Commitments. The Parent Provided that there is then no outstanding Default and that no Default will be caused by such reduction, the Borrowers shall have the right, without premium or penalty (except as otherwise set forth herein), at any time and from time to time upon at least three (3) Business Days’ irrevocable Days prior written notice to the Administrative Agent (to reduce by $3,000,000, or such later time as may be reasonable acceptable to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction , or termination to terminate entirely, (a) the Term Loan Limit in excess of the then outstanding Term Loans, or (b) the Revolving Credit Limit in excess of the then outstanding Revolving Exposure, provided that the Revolving Credit Limit may not be reduced below $75,000,000 unless all Revolving Loans are paid and performed in full and the Revolving Credit Limit is reduced to zero. In the event of any such reduction, the Commitments pursuant to this Section of the Lenders shall be permanent, either (i) reduced pro rata in accordance with no obligation of the their respective Revolving Lenders to reinstate such Revolving Commitments, and the Loan Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Percentages or Term Loan Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or bothPercentages, as the case may be, of the amount specified in such notice, or (ii) as the case may be, terminated. Promptly after receiving any notice from the Borrowers delivered pursuant to this Section, the Administrative Agent will notify the Lenders of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers shall be automatically reduced by pay to the Administrative Agent for the respective pro rata accounts of such Lenders the full amount of any Unused Facility Fee or other Fee then accrued on the amount of the reduction. No reduction or termination of the Commitments may be reinstated. Upon any reduction or termination of one but not both of the aggregate Revolving Loan Commitments or Term Loan Commitments of all the Revolving Credit Lenders and Term Loan Lenders, respectively, pursuant to this Section, the Administrative Agent will circulate to the Borrowers and each of the Lenders a revised Schedule 2 reflecting such excessreduction or termination.

Reduction of Commitments. (a) The Parent Revolving Commitments and the LC Commitment shall have automatically terminate on the rightMaturity Date. (b) The Borrower may at any time terminate, upon at least three Business Days’ irrevocable notice or from time to the Administrative Agent (or such later time as may be reasonable acceptable to the Administrative Agent)reduce, to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial (i) any such reduction shall be in the aggregate an amount of $10,000,000 and in that is an integral multiples multiple of $1,000,000 in excess thereof. Any reduction or termination of and (ii) the Revolving Commitments pursuant to this Section shall not be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Revolving Aggregate Commitments under this Section, either shall be permanent. Each reduction of the Aggregate Letter Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (d) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Initial Term Loan Commitment shall terminate in its entirety on the Closing Date (after giving effect to the incurrence of Credit Sublimit Initial Term Loans on such date). (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Incremental Term Loan Commitment pursuant to an Incremental Agreement (and the Incremental Term Loan Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Incremental Term Loan Borrowing Date for such Total Incremental Term Loan Commitment (after giving effect to the incurrence of the relevant Incremental Term Loans on such date). (f) Each reduction to the Total Initial Term Loan Commitment and the Total Incremental Term Loan Commitment under a given Tranche pursuant to this Section 4.02 as provided above (or pursuant to Section 5.02) shall be applied proportionately to reduce the Initial Term Loan Commitment or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or bothIncremental Term Loan Commitment under such Tranche, as the case may be, shall be automatically reduced by the amount of each Lender with such excessa Commitment.

Reduction of Commitments. (a) Unless previously terminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Parent Borrower may only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reduce the Commitments, provided that each reduction in the Commitments shall have be in an amount that is at least $10,000,000 and an integral multiple of $500,000, and the righttotal Commitments may not be reduced to less than $25,000,000 unless the Commitments are reduced to zero and terminated. The Borrower shall not reduce the Commitments if, upon after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.09(b), the total Revolving Credit Exposures would exceed the Maximum Loan Available Amount as reduced. (c) After any reduction in the Commitments, the Borrower’s option to increase the Commitments provided in Section 2.04 shall terminate. The Lead Borrower shall notify the Administrative Agent of any election to reduce the Commitments under Section 2.05(b) at least three (3) Business Days’ irrevocable notice Days prior to the effective date of such reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent (or such later time as may be reasonable acceptable to shall advise the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion Lenders of the Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess contents thereof. Any reduction or termination of Each notice delivered by the Revolving Commitments Lead Borrower pursuant to this Section shall be permanent, with no obligation irrevocable. Any reduction of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees Commitments shall thereafter be computed on the basis of the Revolving Commitments, as so reducedpermanent. To the extent that a Revolving Commitment Each reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions Commitments shall be made to ratably among the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing Lenders in accordance with their respective Commitments. A reduction in the Cash Collateral Account an amount of cash equal outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessset forth above.

Reduction of Commitments. The Parent shall have (a) At any time the rightBorrower may, upon at least three five Business Days’ irrevocable ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent (or such later time as may be reasonable acceptable and the Agents, to the Administrative Agent)Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to terminate in whole or reduce ratably in part be received prior to 3:00 p.m., New York City time, on the unused portion of the Revolving Commitments; provided that each next succeeding Business Day. Each partial reduction shall be in the a minimum aggregate amount of $10,000,000 and in 5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction or termination of in the Revolving Commitments pursuant to this Section Facility Amount shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, irrevocable and the Commitment Fees Borrower shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result deliver no more than four such requests in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any 12-month period. (b) In connection with any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reducedFacility Amount, the Borrower shall remit to the Administrative Agent and the Agents, (i) instructions regarding such reduction and (ii) cash for payment to each Lender, in an amount sufficient to pay any Aggregate Letter Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of Credit Sublimitany Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Swingline Sublimit or bothAdministrative Agent and Agents shall apply such amounts first to the DB1/ 139452285.4 49 154304283v7 pro rata reduction of the Loans Outstanding, as second to the case may bepayment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Commitment of such Committed Lender shall be automatically reduced by to zero. On the amount Termination Date, the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such excessEarly Amortization Event, then the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. The Parent shall have (a) At any time the rightBorrower may, upon at least three five Business Days’ irrevocable ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent (or such later time as may be reasonable acceptable and the Agents, to the Administrative Agent), to terminate in whole or reduce ratably in part Commitments of each Lender pro rata based on the unused portion Lender Percentage represented by such Commitment. Any such reduction of the Revolving Commitments; provided that each Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in the a minimum aggregate amount of $10,000,000 and in 5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction or termination of in the Revolving Commitments pursuant to this Section Facility Amount shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, irrevocable and the Commitment Fees Borrower shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result deliver no more than four such requests in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any 12-month period. (b) In connection with any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reducedFacility Amount, the Aggregate Letter of Credit SublimitBorrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions 52 (c) On the Commitment Termination Date for a Committed Lender, the Swingline Sublimit or both, as Mandatory Commitment and the case may be, Commitment of such Committed Lender shall be automatically reduced by to zero. On the amount Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such excessEarly Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (A) The Parent Total Revolving Credit Commitment and the Revolving Credit Commitment of each Lender shall terminate on the Maturity Date. The Borrowers may, subject to the payment of the Applicable Prepayment Premium, if any, payable in connection with such reduction of the Total Revolving Credit Commitment, reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving Loans then outstanding, (B) the aggregate principal amount of all Revolving Loans not yet made as to which a Notice of Borrowing has been given by the Administrative Borrower under Section 2.02, (C) the Letter of Credit Obligations at such time, (D) the stated amount of all Letter of Credit Accommodations not yet issued as to which a request has been made and not withdrawn, and (E) any reserves established pursuant to clause (ii) of the definition of “Availability” and pursuant to the definition of “Borrowing Base”. (B) The Total Term Loan A Commitment and the Total Term Loan B Commitment shall each terminate after the Term Loan A and the Term Loan B have been made to the rightBorrowers, upon at least three which shall not be later than the close of business on the Effective Date. (ii) Each such voluntary reduction of the Total Revolving Credit Commitment pursuant to Section 2.05(a)(i)(A) shall be in an amount which is an integral multiple of $2,500,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $2,500,000), shall be made by providing not less than five (5) Business Days’ irrevocable prior written notice to the Administrative Agent (or and the Collateral Agent and shall be irrevocable. Once reduced, the Total Revolving Credit Commitment may not be increased. Each such later time as may be reasonable acceptable to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion reduction of the Total Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Credit Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the applicable Commitment of each Revolving Outstanding Amount Loan Lender holding such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing commitment proportionately in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessaccordance with its Pro Rata Share thereof.

Reduction of Commitments. (a) The Parent Borrowers shall have the right, right at any time and from time to time on or before the Maturity Date upon at least three five (5) Business Days’ irrevocable ' prior written notice to the Administrative Agent (to reduce by $10,000,000 or such later time as may be reasonable acceptable to a larger integral multiple of $5,000,000 or terminate entirely the Administrative Agent), to terminate in whole or reduce ratably in part the unused unborrowed portion of the Revolving Commitments; provided that each partial reduction Total Revolver Commitment, whereupon the Revolver Commitments of the Revolver Banks shall be reduced pro rata in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination accordance with their respective Revolver Percentages of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate amount specified in such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or bothnotice or, as the case may be, terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section 2.3(a), the Agent will notify the Revolver Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers shall be automatically reduced by pay to the Agent for the respective accounts of the Revolver Banks the full amount of any Commitment Fee then accrued on the amount of the reduction, provided that so long as the Total Revolver Commitment is not terminated entirely, the Borrowers may pay any such excessaccrued Commitment Fee on the last Business Day of the then-current fiscal quarter. (b) No reduction or termination of the Total Revolver Commitment once made may be revoked; the portion of the Total Revolver Commitment reduced or terminated may not be reinstated; and amounts in respect of such reduced or terminated portion may not be reborrowed. (c) Promptly after the effectiveness of any partial reduction in the Total Revolver Commitment pursuant to this Section 2.3, the Agent shall distribute to each Bank an updated Schedule 1.1 reflecting such reduction.

Reduction of Commitments. The Parent Total Term Loan A Commitment shall have terminate at 5:00 p.m. (New York City time) on the rightTerm Loan A Commitment Termination Date. The Total Term Loan A-1 Commitment shall terminate at 5:00 p.m. (New York City time) on the Term Loan A-1 Commitment Termination Date. The Total Term Loan B Commitment shall terminate at 5:00 p.m. (New York City time) on the Term Loan B Commitment Termination Date. The Borrower may reduce the undrawn Total Term A Loan Commitment, upon the undrawn Total Term Loan A-1 Commitment and/or the undrawn Total Term Loan B Commitment to an amount (which may be zero) not less than the aggregate principal amount of any Term Loan A, Term Loan A-1 and/or Term Loan B, as applicable, not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02. Each such reduction (x) shall be in an amount which is an integral multiple of $1,000,000 (or by the full amount of the Total Term Loan A Commitment, the Total Term Loan A-1 Commitment and/or Term Loan B Commitment, as applicable, in effect immediately prior to such reduction if such amount at least three that time is less than $1,000,000), (y) shall be made by providing not less than 5 Business Days’ irrevocable ' prior written notice to the Administrative Agent Agent, and (or z) shall be irrevocable. Once reduced, the Total Term Loan A Commitment, Total Term Loan A-1 Commitment and Total Term Loan B Commitment may not be increased. Each such later time as may be reasonable acceptable to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion reduction of the Revolving Commitments; provided that Total Term Loan A Commitment, Total Term Loan A-1 Commitment and/or Total Term Loan B Commitment shall reduce the Term Loan A Commitment, Total Term Loan A-2 Commitment and/or Term Loan B Commitment, as applicable, of each partial reduction shall be Lender proportionately in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess accordance with its Pro Rata Share thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section Total Term Loan A Commitment or the Total Term Loan A-1 Commitment shall be permanent, with no obligation of allocated on a pro rata basis to the Revolving Lenders to reinstate such Revolving Commitments, Total Term Loan A Commitment and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessTotal Term Loan A-1 Commitment.

Reduction of Commitments. The Parent Total Term Loan A Commitment shall have terminate at 5:00 p.m. (New York City time) on the rightTerm Loan A Commitment Termination Date. The Total Term Loan A-1 Commitment shall terminate at 5:00 p.m. (New York City time) on the Term Loan A-1 Commitment Termination Date. The Total Term Loan B Commitment shall terminate at 5:00 p.m. (New York City time) on the Term Loan B Commitment Termination Date. The Borrower may reduce the undrawn Total Term A Loan Commitment, upon the undrawn Total Term Loan A-1 Commitment and/or the undrawn Total Term Loan B Commitment to an amount (which may be zero) not less than the aggregate principal amount of any Term Loan A, Term Loan A-1 and/or Term Loan B, as applicable, not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02. Each such reduction (x) shall be in an amount which is an integral multiple of $1,000,000 (or by the full amount of the Total Term Loan A Commitment, the Total Term Loan A-1 Commitment and/or Term Loan B Commitment, as applicable, in effect immediately prior to such reduction if such applicable amount at least three that time is less than $1,000,000), (y) shall be made by providing not less than 5 Business Days’ irrevocable ' prior written notice to the Administrative Agent Agent, and (or z) shall be irrevocable. Once reduced, the Total Term Loan A Commitment, Total Term Loan A-1 Commitment and Total Term Loan B Commitment may not be increased. Each such later time as may be reasonable acceptable to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion reduction of the Revolving Commitments; provided that Total Term Loan A Commitment, Total Term Loan A-1 Commitment and/or Total Term Loan B Commitment shall reduce the Term Loan A Commitment, Total Term Loan A-2 Commitment and/or Term Loan B Commitment, as applicable, of each partial reduction shall be Lender proportionately in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess accordance with its Pro Rata Share thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section Total Term Loan A Commitment or the Total Term Loan A-1 Commitment shall be permanent, with no obligation of allocated on a pro rata basis to the Revolving Lenders to reinstate such Revolving Commitments, Total Term Loan A Commitment and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessTotal Term Loan A-1 Commitment.

Reduction of Commitments. The Parent Borrowers shall have the right, at any time and from time to time after the Agreement Date and prior to the Maturity Date, upon at least three ten (10) Business Days’ irrevocable prior written notice (which such notice may be be conditioned upon the effectiveness of other credit facilities or another event) to the Administrative Agent (or such later time as may be reasonable acceptable to the Revolving Facility Administrative Agent), without premium or penalty, to terminate in whole cancel or reduce ratably in part the unused permanently all or a portion of the Revolving CommitmentsLoan Commitment on a pro rata basis among the Lenders in accordance with their respective Commitment Ratios; provided provided, that each (i) any such partial reduction shall be made in the aggregate an amount of not less than $10,000,000 1,000,000 and in integral multiples of $1,000,000 in excess thereofthereof and (ii) the Revolving Loan Commitment may not be reduced to an amount below the then outstanding Letter of Credit Obligations unless in compliance with subsection (iii) below. Any As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitment shall be permanently canceled or termination reduced to the amount stated in the Administrative Borrower’s notice for all purposes herein, and the Borrowers shall (i) pay to the Revolving Facility Administrative Agent for the account of the Lenders the amount necessary to repay in full the principal amount of the Agent Advances, Swing Line Loans and Revolving Loans or reduce the principal amount of the Agent Advances, Swing Line Loans and Revolving Loans then outstanding to not more than the amount of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Loan Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, together with accrued unpaid interest on the Aggregate amount so prepaid and the Unused Line Fee accrued through the date of the reduction with respect to the amount reduced, and (ii) reimburse the Revolving Facility Administrative Agent and the Lenders for any Funding Loss or reasonable out-of-pocket expense incurred by any of them in connection with such payment as set forth in Section 2.9 and (iii) in the case of cancellation of the Revolving Loan Commitment, shall secure the Letter of Credit Sublimit, Obligations through the Swingline Sublimit or both, as delivery of cash collateral to the case may be, shall be automatically reduced by Issuing Bank in an amount equal to one hundred five percent (105%) of the amount Letters of such excessCredit Obligations.

Reduction of Commitments. The Parent shall have the right(a) Borrower may, upon at least three Business Days’ irrevocable notice to the Administrative Agent (or which such later time as notice may be reasonable acceptable contingent upon the consummation of a refinancing or other event), terminate all or any portion of the Term Loan Commitment, the Revolving Credit Commitment, or the LC Sublimit, or from time to time permanently reduce all or any portion of such Term Loan Commitment, Revolving Credit Commitment or the LC Sublimit; provided that (i) any such notice shall be received by Administrative Agent not later than 11:00 a.m. three Business Days prior to the Administrative Agent)date of termination or reduction, to (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) Borrower shall not terminate in whole or reduce ratably (A) such Revolving Credit Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the total Revolving Credit Exposures would exceed such Revolving Credit Commitments or (B) the LC Sublimit if, after giving effect thereto, the LC Obligations not fully Cash Collateralized hereunder would exceed the LC Sublimit. (b) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the LC Sublimit or the Revolving Credit Commitment under this Section 2.8. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees in part respect of the Revolving Credit Commitments accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination. (c) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the unused portion of the Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the Revolving Commitments pursuant to Term Loan Commitment under this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced2.8. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to Upon any reduction of the Revolving Commitments under this Section, either the Aggregate Letter unused portion of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reducedTerm Loan Commitments, the Aggregate Letter Term Loan Commitment of Credit Sublimit, the Swingline Sublimit or both, as the case may be, each Term Loan Lender shall be automatically reduced by the amount such Lender’s ratable portion of such excessreduction amount. All fees in respect of the Term Loan Commitment accrued until the effective date of any termination of the Term Loan Commitment shall be paid on the effective date of such termination.

Reduction of Commitments. The Parent shall have (a) Harley may permanently reduce the rightAggregate Commitment in whole, or in part ratably among the Lenders, in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess of that amount, upon at least three five (5) Business Days’ irrevocable prior written notice to the Global Administrative Agent, which notice shall specify the amount of any such reduction; provided, however, that the amount of the Aggregate Commitment may not be reduced below the sum of the aggregate principal amount of the outstanding Advances; provided further that any such notice delivered by Harley pursuant to this Section 2.4(a) may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by Harley (by notice to the Global Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All accrued and unpaid commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. The Global Administrative Agent shall promptly distribute to the relevant Lenders any notices received by it under this Section 2.4(a). (b) Notwithstanding the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other combination of any two or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a “Combination” and each Lender which is a party to such Combination being hereinafter referred to as a “Combined Lender”), Harley may notify the Global Administrative Agent that it desires to reduce the Commitment of the Lender surviving such Combination (the “Surviving Lender”) to an amount equal to the Commitment of that Combined Lender which had the largest Commitment of each of the Combined Lenders party to such Combination (such largest Commitment being the “Surviving Commitment” and the Commitments of the other Combined Lenders being hereinafter referred to, collectively, as the “Retired Commitments”). If the Required Lenders (determined as set forth below) and the Global Administrative Agent agree to such reduction in the Surviving Lender’s Commitment, then (i) the aggregate amount of the Commitments shall be reduced by the Retired Commitments effective upon the effective date of the Combination (or such later time date as Harley may specify in its request), provided, that, on or before such date the Borrowers have paid in full the outstanding principal amount of the Loans of each of the Combined Lenders other than the Combined Lender whose Commitment is the Surviving Commitment, (ii) from and after the effective date of such reduction, the Surviving Lender shall have no obligation with respect to the Retired Commitments, and (iii) Harley shall notify the Global Administrative Agent whether they wish such reduction to be reasonable a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then Harley shall be responsible for finding one or more financial institutions (each, a “Replacement Lender”), acceptable to the Global Administrative AgentAgent (such acceptance not to be unreasonably withheld, conditioned or delayed), willing to terminate in whole or reduce ratably in part assume the unused portion obligations of a Lender hereunder with aggregate Commitments up to the amount of the Revolving Retired Commitments; provided that each partial reduction . The Global Administrative Agent may require the Replacement Lenders to execute such documents, instruments or agreements as the Global Administrative Agent deems necessary or desirable to evidence such Replacement Lenders’ agreement to become parties hereunder. For purposes of this Section 2.4(b), Required Lenders shall be determined as if the reduction in the aggregate amount of $10,000,000 the Commitments requested by Harley had occurred (i.e., the Combined Lenders shall be deemed to have a single Commitment equal to the Surviving Commitment and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination the aggregate amount of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders deemed to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has have been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessRetired Commitments).

Reduction of Commitments. The Parent shall have (i) Borrower may at any time permanently terminate, or from time to time permanently reduce, the right, upon at least three Business Days’ irrevocable notice to the Administrative Agent (DSR LC Commitments or such later time as may be reasonable acceptable to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion of the Revolving Security Fund LC Commitments; provided that (A) each partial reduction of the DSR LC Commitments or Security Fund LC Commitments, as applicable, shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000 (or, if less, the aggregate remaining amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction the DSR LC Commitments or termination of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Security Fund LC Commitments, as so reduced. To applicable), (B) Borrower shall not voluntarily terminate or reduce the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving DSR LC Commitments or Security Fund LC Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such timeif, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction concurrent prepayment of the Revolving Commitments under this Section, either the Aggregate DSR LC Loans or Security Fund LC Loans or termination and cancellation of any DSR Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments Security Fund LC, as so reducedapplicable, in accordance with this Section 2.1.6, the Aggregate Letter of Credit SublimitDSR LC Exposure or Security Fund LC Exposure, as applicable, would exceed the total DSR LC Commitments or Security Fund LC Commitments, as applicable, and (C) Borrower shall not voluntarily terminate or reduce the DSR LC Commitments unless, after giving effect thereto, the Swingline Sublimit Debt Service Reserve Account remains funded up to the DSR Required Balance. (ii) Borrower shall notify Administrative Agent in writing of any election to terminate or bothreduce Commitments under the foregoing clause at least three Banking Days prior to the effective date of such termination or reduction, as specifying such election and the case may beeffective date thereof. Promptly following receipt of any such notice, Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this clause (ii) shall be automatically reduced irrevocable. Any termination or reduction of Commitments shall be permanent; provided that a notice of termination of Commitments delivered by Borrower may state that such notice is conditioned upon the amount effectiveness of other credit facilities, in which case such excessnotice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction of Commitments shall be made ratably among the Lenders participating in the applicable Loan facility in accordance with their respective Proportionate Shares.

Reduction of Commitments. The Parent At Lessee's sole option, Lessee shall have the rightright prior to the earlier of (A) the third anniversary of the Documentation Date and (B) the date total Advances are in excess of $1,200,000,000.00, upon at least three Business Days’ irrevocable to send a notice to the Administrative Agent Participants and Agents notifying them that the Lessee wishes to reduce the Commitments by reason of Lessee's reduction in the Construction Budget, so long as the Lessee shall satisfy prior to exercising any such right each of the following conditions: that (i) after giving effect to the exercise of any such right, (A) there shall exist no Event of Default or Bankruptcy Default, and (B) the anticipated Fair Market Value of the remaining Improvements to be constructed in accordance with the revised Plans and Specifications, as shown on an updated appraisal, performed by the appraiser who prepared the Appraisal (or if such later time appraiser is unavailable or unable to perform such appraisal, by an appraiser selected by the Majority Banks and approved by the Lessee) in accordance with the standards used for preparing the As-Built Appraisal, shall be (x) as may be reasonable acceptable to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial reduction shall be in Lease Term Expiration Date at least four times greater than the revised Unguaranteed Residual Value, and (y) as of the Lease Commencement Date, no less than 60% of the aggregate amount of $10,000,000 Advances previously advanced and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination to be Advanced by the Participants to obtain Substantial Completion of the Revolving Commitments pursuant to this Section revised Improvements, (ii) the Participants and the Trustee shall be permanenthave received revised Plans and Specifications, with no obligation the revised appraisal and a revised budget and schedule for the construction of the Revolving Lenders remaining Improvements which are reasonably satisfactory to reinstate such Revolving Commitments, them in all respects and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100(iii) no less than 40% of the remaining excess revised Improvements are intended by Lessee (as evidenced by an officer's certificate of Lessee) to serve as facilities to be held used by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occurLessee or its Affiliates. If after giving effect to any reduction the Lessee shall send a notice described in the preceding sentence, and shall otherwise comply with all of the Revolving Commitments under provisions of this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reducedSection 2.7, the Aggregate Letter Commitments of Credit Sublimit, the Swingline Sublimit or both, as Participants shall automatically be reduced pro rata in an aggregate amount equal to the case may be, shall be automatically reduced reduction in the Commitments set forth in the notice given by the amount of such excessLessee.

Reduction of Commitments. (A) The Parent Total Revolving Credit Commitment and the Revolving Credit Commitment of each Lender shall terminate on the Maturity Date. The Borrower may, without premium or penalty, reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving Loans then outstanding, (B) the aggregate principal amount of all Revolving Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02, (C) the Letter of Credit Obligations at such time, (D) the stated amount of all Letter of Credit Accommodations not yet issued as to which a request has been made and not withdrawn, and (E) any reserves established pursuant to clause (ii) of the definition of “Availability” and pursuant to the definition of “Borrowing Base”. (B) The Total Term Loan A Commitment, the Total Term Loan A-1 Commitment and the Total Term Loan B Commitment shall each terminate after the Term Loan A, the Term Loan A-1 and the Term Loan B have been made to the rightBorrower, upon at least three which shall not be later than the close of business on the Effective Date. (ii) Each such voluntary reduction of the Total Revolving Credit Commitment pursuant to Section 2.05(a)(i)(A) shall be in an amount which is an integral multiple of $2,500,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $2,500,000), shall be made by providing not less than five (5) Business Days’ irrevocable prior written notice to the Administrative Agent (or and the Collateral Agent and shall be irrevocable. Once reduced, the Total Revolving Credit Commitment may not be increased. Each such later time as may be reasonable acceptable to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion reduction of the Total Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Credit Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the applicable Commitment of each Revolving Outstanding Amount Loan Lender holding such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing commitment proportionately in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessaccordance with its Pro Rata Share thereof.

Reduction of Commitments. The Parent shall have (a) At any time the rightBorrower may, upon at least three five Business Days’ irrevocable ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent (or such later time as may be reasonable acceptable and the Agents, to the Administrative Agent), to terminate in whole or reduce ratably in part Commitments of each Lender pro rata based on the unused portion Lender Percentage represented by such Commitment. Any such reduction of the Revolving Commitments; provided that each Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such 52 149194398v7 notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in the a minimum aggregate amount of $10,000,000 and in 5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction or termination of in the Revolving Commitments pursuant to this Section Facility Amount shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, irrevocable and the Commitment Fees Borrower shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result deliver no more than four such requests in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any 12-month period. (b) In connection with any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reducedFacility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Letter Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of Credit Sublimitany Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Swingline Sublimit or bothAdministrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, as second to the case may bepayment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced by to zero. On the amount Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such excessEarly Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. The Parent shall have (a) During the rightRevolving Credit Period, the U.S. Borrowers jointly or the Canadian Borrower may, upon at least three Business Days’ irrevocable notice to the Administrative Agent Agent, (or such later time as may be reasonable acceptable to i) terminate the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion Commitments of the Revolving Commitments; provided that each partial reduction shall be related Class in either case in their entirety at any time, if there are no Outstandings for such Class at such time or (ii) ratably reduce from time to time by an Approved Amount, the aggregate amount of $10,000,000 and in integral multiples the Commitments of $1,000,000 the related Class in excess thereof. Any reduction or termination of the Revolving Total Outstanding Amount for such Class. Each reduction of the Commitments pursuant to this Section 4.08(a) shall be permanent. (b) In addition, with no obligation the Commitments shall be reduced upon the incurrence by the Parent Guarantor or any of its Subsidiaries of Excess Secured Debt (other than Excess Secured Debt arising out of the Revolving Lenders refinancing, extension, renewal or refunding of other Excess Secured Debt, except to reinstate such Revolving Commitmentsthe extent, and only to the Commitment Fees extent, that the outstanding principal amount of such other Excess Secured Debt is increased), in an amount equal to the cash proceeds of such Excess Secured Debt, net of the reasonable expenses of the Parent Guarantor or such Subsidiary in connection with such incurrence. (c) The reduction required by subsection (b) of this Section 4.08 shall thereafter be computed effective on the basis date of receipt by the Parent Guarantor or any of its Subsidiaries of the Revolving Commitmentsamounts described therein; provided that, in the event such amounts shall aggregate less than $10,000,000, such reduction shall be effective forthwith upon receipt by the Parent Guarantor or any of its Subsidiaries of proceeds which, together with all other amounts described in subsection (b) above not previously applied pursuant to subsection (b) of this Section 4.08, aggregate $10,000,000 or more. The Borrowers shall give the Administrative Agent at least four Business Days’ notice of each reduction in the Commitments pursuant to subsection (b) of this Section 4.08 and a certificate of a Principal Officer of the Parent Guarantor, setting forth the information, in form and substance satisfactory to the Administrative Agent, necessary to determine the amount of each such reduction. Each reduction of the Commitments pursuant to Section 4.08(b) shall be applied ratably to the respective Commitments of the Lenders and shall be permanent. (d) Subject in the case of any Euro-Currency Loans to Section 4.12 and in the case of any Bankers’ Acceptances to Section 3.02, on each date on which a reduction required by subsection (b) becomes effective, each Borrower shall, in such proportion as the Borrowers have jointly determined or in the absence of any such determination as shall be determined by the Administrative Agent, repay or prepay such principal amount of the outstanding Loans, if any, as may be necessary so reduced. To that after such payment or prepayment, (i) the extent that a Revolving Commitment reduction would result in the Revolving Total Outstanding Amount exceeding of each Class does not exceed the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount Commitments of such that Class after giving effect to such reduction of the Commitments and (ii) the U.S. Committed Outstandings for each U.S. Lender does not exceed the U.S. Commitment of such excess has been eliminatedLender as then reduced. Such reductions The particular Loans to be repaid shall be made as designated by the Borrowers in the related Notice or Notices of Borrowing; provided that if there shall have been a mandatory reduction of the Commitments pursuant to subsection (b) of this Section 4.08 at a time such that, and with the result that, this subsection (d) would otherwise require payment of principal of Fixed Rate Loans or portions thereof prior to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% last day of the remaining excess related Interest Period, such payment shall be deferred to be held such last day unless the Required Lenders otherwise elect by notice to the Borrowers through the Administrative Agent as collateral (and applied the facility fee provided for in Section 4.05(a) shall continue to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by accrue on the amount of such excessdeferred payment until such payment is made). Each repayment or prepayment pursuant to this subsection (d) shall be made together with accrued interest to the date of payment or prepayment, and shall be applied ratably to payment of the Loans of the several Lenders in the included in the related Group.

Reduction of Commitments. (i) The Parent Borrower shall have the right, upon at least three not less than two Business Days’ irrevocable notice to the Administrative Agent, to terminate the L/C Commitments or the Swingline Commitments or, from time to time, to reduce the amount of the L/C Commitments or the Swingline Commitments. (ii) The Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Tranche A Revolving Commitments or, from time to time, to reduce the amount of the Tranche A Revolving Commitments; provided that (except as otherwise expressly provided herein) no such termination or reduction of Tranche A Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Tranche A Revolving Loans made on the effective date thereof, the total Tranche A Revolving Extensions of Credit would exceed the total Tranche A Revolving Commitments. (iii) [Reserved]. (iv) Except with respect to terminations or reductions of Tranche A Revolving Commitments which shall be subject to clauses (i) above, the Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments of any Tranche or, from time to time, to reduce the amount of the Revolving Commitments of any Tranche; provided, that no such termination or reduction of Revolving Commitments of any Tranche shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the total Revolving Extensions of Credit of such Tranche would exceed the total Revolving Commitments of such Tranche. Any such partial reduction shall be in an amount equal to $500,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments of the applicable Tranche then in effect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination or reduction under this Section 2.10 if the notice of such termination or reduction stated that such notice was conditioned upon the occurrence or non-occurrence of a transaction or the receipt of a replacement of all, or a portion, of the Revolving Commitments outstanding at such time, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent (on or such later time as may be reasonable acceptable prior to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate specified date) if such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excesscondition is not satisfied.

Reduction of Commitments. The Parent Borrower shall have the right, right at any time and from time to time upon at least three five (5) Business Days’ irrevocable Days prior written notice to the Administrative Agent (to reduce by $5,000,000 or such later time as may be reasonable acceptable to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in an integral multiples multiple of $1,000,000 in excess thereof. Any reduction thereof or termination to terminate entirely the Total Commitment in excess of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding Exposure at such time, and second depositing in whereupon the Cash Collateral Account an amount of cash equal to 100% Commitments of the remaining excess to Lenders shall be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction reduced pro rata in accordance with their respective Commitment Percentages of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or bothamount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Borrower delivered pursuant to this §2.3, the Administrative Agent will notify the Lenders of the substance thereof. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Administrative Agent for the respective accounts of such Lenders the full amount of any Commitment Fee then accrued on the amount of the reduction. No reduction or termination of the Commitments may be automatically reinstated. If the Total Commitment is terminated or reduced by the Borrower in whole or in part on or prior to the second anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent for the benefit of the Lenders an early termination fee in an amount calculated as follows: (a) if such termination or reduction is concluded on or prior to the first anniversary of the Closing Date, an amount equal to one percent (1%) of the Total Commitment immediately prior to such termination or in the case of a partial reduction, one percent (1%) of the amount of such excessreduction; (b) if such termination or reduction is concluded after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, an amount equal to one-half of one percent (0.5%) of the Total Commitment immediately prior to such termination or in the case of a partial reduction, one-half of one percent (0.5%) of the amount of such reduction; or (c) if such termination or reduction is concluded after the second anniversary of the Closing Date, the Borrower will not be required to pay an early termination fee. For greater clarity, the Borrower acknowledges and agrees that as a direct and proximate result of such termination under the aforesaid circumstances, the Lenders will suffer a loss in an amount which is difficult to calculate and determine with certainty and, therefore, as a result of the Borrower’s and each Lender’s reasonable endeavour to ascertain and agree in advance to the amount necessary to compensate the Lenders for said loss, the Borrower has agreed to pay the aforesaid early termination fees described in this §2.3 in the circumstances described. Notwithstanding the foregoing, no early termination fee shall be payable under this §2.3 due to the repayment or prepayment of the Revolving Loans and the termination of the Total Commitment if the Total Commitment is replaced with a similar commitment from the Administrative Agent or an Affiliate of the Administrative Agent in an amount equal to or greater than $50,000,000 (it being understood that neither the Administrative Agent nor any of its Affiliates shall be under any obligation to provide such commitment and that any such commitment shall be satisfactory to the Administrative Agent in all respects).

Reduction of Commitments. The Parent Borrower shall have the right, upon at least three Business Days’ irrevocable not less than 30 days' notice to the Administrative Agent and the Issuing Bank and without premium or penalty (or such later time other than as may arise pursuant to Section 4.11), from time to time to permanently reduce on a pro rata basis the Commitments and the Stated Amount of the Letter of Credit in part by an aggregate minimum amount of US$10,000,000 or any integral multiple of US$5,000,000 in excess thereof; provided, however, that no reduction of the Commitments shall be reasonable acceptable permitted if, after giving effect thereto, the Commitments would be less than $50,000,000; provided, further, however, that no reduction of the Commitments shall be permitted if, after giving effect thereto and to any repayment or prepayment of Loans to be made on the effective date thereof with funds other than the proceeds of CP Notes to be issued on such date, the aggregate Outstanding Extensions of Credit would exceed the Commitments as so reduced and determined on such date. Notwithstanding the foregoing sentence to the contrary, the $50,000,000 limitation and the 30 days' notice requirement, which are contained in the foregoing sentence, shall not apply to any reduction of Commitments being made in connection with an extension of the Stated Termination Date or the refunding of the Obligations pursuant to documentation satisfactory to the Issuing Bank and the Administrative Agent. Any reduction of the Commitments shall be irrevocable. Promptly upon the receipt by the Administrative Agent of such notice, the Administrative Agent shall notify the Banks of such reduction. Promptly upon receipt by the Issuing Bank, the Issuing Bank shall notify the Depositary (with a copy to the Administrative Agent), the Rating Agencies and the Dealers) by notice substantially in the form of Annex C to terminate the Letter of Credit. If the Commitments shall be reduced, all Fees, accrued but unpaid in whole or reduce ratably in part the unused respect of that portion of the Revolving Commitments; provided that each partial reduction Commitments by which the Commitments have been reduced, shall be in the aggregate amount of $10,000,000 immediately due and in integral multiples of $1,000,000 in excess thereofpayable. Any reduction or termination of the Revolving Commitments pursuant to this Section 4.1 shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed effective on the basis later to occur of: (a) the date on which the Outstanding Extensions of Credit do not exceed the Revolving Commitments, aggregate Commitments (as so reduced) and (b) the expiration of such 30 day notice period. To Outstanding CP Notes may not be redeemed prior to maturity with the extent proceeds of any drawing under the Letter of Credit. In the event that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving CommitmentsCommitments are reduced pursuant hereto, the Borrowers Borrower shall reduce have no right to a refund of any fees previously paid in connection with the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such timePrincipal Documents, and second depositing in the Cash Collateral Account an amount including, but not limited to, any refund of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters Letter of Credit as they occurFees or Up-Front Fees. If after giving effect to any Any reduction of the Revolving Commitments under pursuant to this Section, either Section 4.1 shall cause the Aggregate Stated Amount of the Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall to be automatically reduced by the amount of such excesssame amount.

Reduction of Commitments. The Parent Borrowers shall have the right, at any time and from time to time after the Agreement Date and prior to the Maturity Date, upon at least three ten (10) Business Days’ irrevocable prior written notice (which such notice may be be conditioned upon the effectiveness of other credit facilities or another event) to the Administrative Agent (or such later time as may be reasonable acceptable to the Revolving Facility Administrative Agent), without premium or penalty, to terminate in whole cancel or reduce ratably in part the unused permanently all or a portion of the Revolving CommitmentsLoan Commitment (i) on a pro rata basis among the Lenders in accordance with their respective Commitment Ratios or (ii) solely in connection with the Second Amendment on the Second Amendment Effective Date, of any Revolving Facility Lender or Lenders, as selected at the Borrowers’ discretion; provided provided, that each (i) any such partial reduction shall be made in the aggregate an amount of not less than $10,000,000 1,000,000 and in integral multiples of $1,000,000 in excess thereofthereof and (ii) the Revolving Loan Commitment may not be reduced to an amount below the then outstanding Letter of Credit Obligations unless in compliance with subsection (iii) below. Any As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitment shall be permanently canceled or termination reduced to the amount stated in the Administrative Borrower’s notice for all purposes herein, and the Borrowers shall (i) pay to the Revolving Facility Administrative Agent for the account of the Lenders the amount necessary to repay in full the principal amount of the Agent Advances, Swing Line Loans and Revolving Loans or reduce the principal amount of the Agent Advances, Swing Line Loans and Revolving Loans then outstanding to not more than the amount of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Loan Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, together with accrued unpaid interest on the Aggregate amount so prepaid and the Unused Line Fee accrued through the date of the reduction with respect to the amount reduced, and (ii) reimburse the Revolving Facility Administrative Agent and the Lenders for any Funding Loss or reasonable out-of-pocket expense incurred by any of them in connection with such payment as set forth in Section 2.9 and (iii) in the case of cancellation of the Revolving Loan Commitment, shall secure the Letter of Credit Sublimit, Obligations through the Swingline Sublimit or both, as delivery of cash collateral to the case may be, shall be automatically reduced by Issuing Bank in an amount equal to one hundred five percent (105%) of the amount Letters of such excessCredit Obligations.

Reduction of Commitments. (i) The Parent Total Revolving Credit Commitment shall have terminate on the rightFinal Maturity Date. (ii) The Borrower may reduce the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (i) the aggregate unpaid principal amount of all Revolving B Loans then outstanding and (ii) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02. Each such reduction shall be in an amount which is an integral multiple of $3,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $3,000,000), upon at least three shall be made by providing not less than five (5) Business Days’ irrevocable ' prior written notice to each Agent and shall be irrevocable. Once reduced, the Total Revolving B Credit Commitment may not be increased. To the extent all or any portion of the Total Revolving B Credit Commitment shall be reduced in accordance with this Section 2.05(a) prior to the day that is 60 days prior to the third anniversary of the Effective Date, the Borrower shall pay to the Administrative Agent (or such later time as may be reasonable acceptable to for the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion account of the Revolving CommitmentsB Loan Lenders a commitment reduction fee equal to: (i) 3% of the amount of such commitment reduction, if such reduction occurs at any time from the Effective Date until and including the first anniversary of the Effective Date, (ii) 2% of the amount of such commitment reduction, if such reduction occurs at any time after the first anniversary of the Effective Date until and including the second anniversary of the Effective Date, and (iii) 1% of the amount of such commitment reduction, if such reduction occurs at any time after the second anniversary of the Effective Date until and including the day that is 60 days prior to the third anniversary of the Effective Date; provided provided, however, that each partial no such commitment reduction fee shall be due and payable if the Total Revolving Credit Commitment is terminated in connection with such reduction (in which case the aggregate amount of $10,000,000 and early termination fee provisions set forth in integral multiples of $1,000,000 in excess thereofSection 2.06(f) shall govern the payment any such fee). Any Each such reduction or termination of the Total Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the B Credit Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that B Credit Commitment of each Revolving B Loan Lender proportionately in accordance with its Pro Rata Share thereof. (iii) The Total Revolving B Credit Commitment shall be reduced to $53,000,000 on October 29, 2004, so long as Revolving A Availability is not less than $5,000,000 immediately after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessreduction.

Reduction of Commitments. (a) The Parent Revolving Commitments and the LC Commitment shall have automatically terminate on the rightapplicable Maturity Date. (b) The Borrower may at any time terminate, upon at least three Business Days’ irrevocable notice or from time to the Administrative Agent (or such later time as may be reasonable acceptable to the Administrative Agent)reduce, to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial (i) any such reduction shall be in the aggregate an amount of $10,000,000 and in that is an integral multiples multiple of $1,000,000 in excess thereof. Any reduction or termination of and (ii) the Revolving Commitments pursuant to this Section shall not be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least two (2) Business Days (or such shorter period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Revolving Aggregate Commitments under this Section, either shall be permanent. Each reduction of the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by made ratably among the amount of such excessLenders in accordance with their respective Revolving Commitments.

Reduction of Commitments. (a) The Parent Borrower shall have the right, upon at least three Business Days’ irrevocable fifteen (15) days notice to the Administrative Agent (or such later time as may be reasonable acceptable to the Administrative Agent), to terminate reduce in whole or reduce ratably in part (ratably as to all Lenders) the unused portion Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount or both, PROVIDED, HOWEVER, that the Expansion Loan Commitment Amount and the Revolving Credit Commitment Amount of the Revolving Commitments; provided that each partial reduction Lenders shall not be in reduced to an amount which is less than the aggregate amount of $10,000,000 the Expansion Loans and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section shall be permanentCredit Loans, with no obligation of the Revolving Lenders to reinstate such Revolving Commitmentsrespectively, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances then outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any prepayments made in connection with such reduction and the Borrower shall pay any Prepayment Fee required under SECTION 3.3.2, PROVIDED, FURTHER, HOWEVER, that each partial reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit Expansion Loan Commitment Amount or the Swingline Sublimit exceeds the Revolving Credit Commitment Amount shall be in an aggregate Revolving Commitments as so reducedamount of $1,000,000 or an integral multiple of $500,000 in excess thereof (or, if less, the Aggregate Letter entire amount thereof). Any notice given pursuant to this subsection (a) of SECTION 3.3.4 shall be irrevocable, and once the Expansion Loan Commitment Amount or the Revolving Credit Sublimit, the Swingline Sublimit or bothCommitment Amount, as the case may be, is reduced pursuant to this subsection (a) of SECTION 3.3.4, such amount thereafter may not be reinstated or increased. The Borrower shall not be permitted to reduce the Revolving Credit Commitment Amount unless the Expansion Loan Commitment Amount has been reduced to zero in accordance with the terms hereof. (b) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) and the Revolving Credit Commitment (and the Revolving Credit Commitment Amount) shall be automatically permanently reduced by the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries as a result of any sale or disposition of assets; PROVIDED, HOWEVER, that unless such excesssale or other disposition would require, whether immediately or with the passage of time, a repayment or prepayment of principal on, or a redemption of, any of the Senior Notes, no such reduction shall be required as a result of (i) the sale by the Borrower or any of its Subsidiaries of assets in the ordinary course of business, (ii) the sale by the Borrower or any of its Subsidiaries of any assets in a single transaction or a series of related transactions where the aggregate net book value of such assets sold or disposed does not to exceed $250,000, and (iii) the disposition by the Borrower or any of its Subsidiaries of up to 5,000 Telephones in the aggregate during the term of this Agreement solely in exchange for other Telephones. Any reduction required under this subsection (b) shall be effective immediately upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds, and shall be applied first to the Expansion Loan Commitment Amount until the Expansion Loan Commitment Amount is zero and then shall be applied to the Revolving Credit Commitment Amount. (c) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) and the Revolving Credit Commitment (and the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from the issuance by the Borrower or any of its Subsidiaries of debt securities or from the incurrence by the Borrower or any of its Subsidiaries of any Indebtedness other than Indebtedness permitted under SECTION 6.2.

Reduction of Commitments. (i) The Parent Borrower shall have the right, upon at least three not less than two Business Days’ irrevocable notice to the Administrative Agent, to terminate the L/C Commitments or the Swingline Commitments or, from time to time, to reduce the amount of the L/C Commitments or the Swingline Commitments. (ii) The Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Tranche A Revolving Commitments or, from time to time, to reduce the amount of the Tranche A Revolving Commitments; provided that (except as otherwise expressly provided herein) no such termination or reduction of Tranche A Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Tranche A Revolving Loans made on the effective date thereof, the total Tranche A Revolving Extensions of Credit would exceed the total Tranche A Revolving Commitments. (iii) The Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Tranche B Revolving Commitments or, from time to time, to reduce the amount of the Tranche B Revolving Commitments; provided that no such termination or reduction of Tranche B Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Tranche B Revolving Loans made on the effective date thereof, (A) the aggregate Tranche A Revolving Extension of Credit is greater than zero or any Tranche A Revolving Commitments remain outstanding; or (B) the total Tranche B Revolving Extensions of Credit would exceed the total Tranche B Revolving Commitments. (iv) Except with respect to terminations or reductions of Tranche A Revolving Commitments and Tranche B Revolving Commitments which shall be subject to clauses (i) and (ii) above, the Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments of any Tranche or, from time to time, to reduce the amount of the Revolving Commitments of any Tranche; provided, that no such termination or reduction of Revolving Commitments of any Tranche shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the total Revolving Extensions of Credit of such Tranche would exceed the total Revolving Commitments of such Tranche. Any such partial reduction shall be in an amount equal to $500,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments of the applicable Tranche then in effect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination or reduction under this Section 2.10 if the notice of such termination or reduction stated that such notice was conditioned upon the occurrence or non-occurrence of a transaction or the receipt of a replacement of all, or a portion, of the Revolving Commitments outstanding at such time, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent (on or such later time as may be reasonable acceptable prior to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate specified date) if such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excesscondition is not satisfied.

Reduction of Commitments. The Parent Revolver Commitments shall have terminate on the rightMaturity Date. Borrowers may reduce the Revolver Commitments of either Class, upon at least three Business Days’ irrevocable notice without premium or penalty, to an amount not less than the Administrative Agent sum of (or A) the Revolver Usage of such later time Class as may be reasonable acceptable of such date, plus (B) the principal amount of all Revolving Loans of such Class not yet made as to the Administrative Agentwhich a request has been given by Borrowers under Section 2.3(a), plus (C) the amount of all Letters of Credit of such Class not yet issued as to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial which a request has been given by Borrowers pursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than $5,000,000 (unless the aggregate Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $10,000,000 5,000,000), shall be made by providing not less than five (5) Business Days prior written notice to Agent or such shorter period as the Agent may agree in its reasonable discretion, and shall be irrevocable; provided that such notice of termination may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of one or more securities offerings or other transactions, in integral multiples of $1,000,000 in excess thereofwhich case such notice may be revoked by Borrowers (by notice to Agent from Parent on or prior to the specified effective date) if such condition is not satisfied. Any Once reduced, the Revolver Commitments may not be increased. Each such reduction or termination of the Revolving Revolver Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolver Commitments of each Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminatedLender proportionately in accordance with its ratable share thereof. Such reductions shall be made to In the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount event of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolver Commitments prior to the Canadian Amendments Effective Date (as defined in the Sixth Amendment), with respect to each Revolving Commitments under this SectionLender, either such reduction will be deemed to reduce such Revolving Lender’s “Tranche A U.S. Revolver Commitments” prior to reducing such Revolving Lender’s “Tranche A Multicurrency Revolver Commitments” (in each case to become effective on the Aggregate Letter of Credit Sublimit or Canadian Amendments Effective Date pursuant to the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessSixth Amendment).

Reduction of Commitments. The Parent shall have (a) At any time the rightBorrower may, upon at least three five Business Days’ irrevocable ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent (or such later time as may be reasonable acceptable and the Agents, to the Administrative Agent), to terminate in whole or reduce ratably in part Commitments of each Lender pro rata based on the unused portion Lender Percentage represented by such Commitment. Any such reduction of the Revolving Commitments; provided that each Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in the a minimum aggregate amount of $10,000,000 and in 5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction or termination of in the Revolving Commitments pursuant to this Section Facility Amount shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, irrevocable and the Commitment Fees Borrower shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result deliver no more than four such requests in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any 12-month period. (b) In connection with any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reducedFacility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Letter Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of Credit Sublimitany Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Swingline Sublimit or bothAdministrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, as second to the case may bepayment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced by to zero. On the amount Termination Date, the Mandatory Commitments and the Commitments of such excess.all

Reduction of Commitments. The Parent Multicurrency Revolver Commitments and the Dollar Revolver Commitments shall have terminate on the rightMaturity Date. (i) Borrowers may reduce the Multicurrency Revolver Commitments to an amount not less than the greater of (i) $100,000,000 and (ii) the sum of (A) the Multicurrency Revolver Usage as of such date, upon at least three Business Days’ irrevocable notice plus (B) the principal amount of all Multicurrency Revolver Advances not yet made as to the Administrative Agent (or such later time as may be reasonable acceptable to the Administrative Agentwhich a request has been given by Borrowers under Section 2.3(a), plus (C) the amount of all Multicurrency Letters of Credit not yet issued as to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitmentswhich a request has been given by Borrowers pursuant to Section 2.11(b); provided that each partial the Borrowers may reduce the Multicurrency Revolver Commitments to $0 in connection with the payment in full of all Obligations and the termination of the Multicurrency Revolver Commitments in accordance with the terms hereof. Each reduction pursuant to this clause (i) shall be in an amount which is not less than $1,000,000, shall be made by providing not less than 3 Business Days prior written notice to Agent and shall be irrevocable. Once reduced, the aggregate Multicurrency Revolver Commitments may not be increased. Each such reduction of the Multicurrency Revolver Commitments shall reduce the Multicurrency Revolver Commitments of each Multicurrency Revolver Lender proportionately in accordance with its Pro Rata Share of the Multicurrency Revolver Commitments. (ii) Borrowers may reduce the Dollar Revolver Commitments to an amount not less than the sum of (A) the Dollar Revolver Usage as of such date, plus (B) the principal amount of $10,000,000 and in integral multiples all Dollar Revolver Advances not yet made as to which a request has been given by Borrowers under Section 2.3(a), plus (C) the amount of $1,000,000 in excess thereofall Dollar Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to Section 2.11(b). Any Each reduction or termination of the Revolving Commitments pursuant to this Section clause (ii) shall be permanentin an amount which is not less than $1,000,000, with no obligation shall be made by providing not less than 3 Business Days prior written notice to Agent and shall be irrevocable. Once reduced, the Dollar Revolver Commitments may not be increased. Each such reduction of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers Dollar Revolver Commitments shall reduce the Revolving Outstanding Amount such that after giving effect Dollar Revolver Commitments of each Dollar Revolver Lender proportionately in accordance with its Pro Rata Share of the Dollar Revolver Commitments. (iii) The Initial Term Commitments shall terminate on the Closing Date immediately following the funding of the Initial Term Advances to such reduction such excess has been eliminated. Such reductions shall be made to on the extent necessary by first prepaying Closing Date. (iv) The Delayed Draw Term Commitments shall terminate on the Revolving Advances outstanding at such time, and second depositing in Final Term Funding Date immediately following the Cash Collateral Account an amount of cash equal to 100% funding of the remaining excess Delayed Draw Term Advances to be held by made on the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessFinal Term Funding Date.

Reduction of Commitments. (a) Unless previously terminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date. (b) The Parent Borrower may only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reduce the Commitments, provided that each reduction in the Commitments shall have be in an amount that is at least $10,000,000 and an integral multiple of $500,000, and the righttotal Commitments may not be reduced to less than $20,000,000 unless the Commitments are reduced to zero and terminated. The Borrower shall not reduce the Commitments if, upon after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.09(b), the total Revolving Credit Exposures would exceed the Maximum Loan Available Amount as reduced. (c) After any reduction in the Commitments, the Borrower’s option to increase the Commitments provided in Section 2.04 shall terminate. The Lead Borrower shall notify the Administrative Agent of any election to reduce the Commitments under Section 2.05(b) at least three (3) Business Days’ irrevocable notice Days prior to the effective date of such reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent (or such later time as may be reasonable acceptable to shall advise the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion Lenders of the Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess contents thereof. Any reduction or termination of Each notice delivered by the Revolving Commitments Lead Borrower pursuant to this Section shall be permanent, with no obligation irrevocable. Any reduction of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees Commitments shall thereafter be computed on the basis of the Revolving Commitments, as so reducedpermanent. To the extent that a Revolving Commitment Each reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions Commitments shall be made to ratably among the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing Lenders in accordance with their respective Commitments. A reduction in the Cash Collateral Account an amount of cash equal outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessset forth above.

Reduction of Commitments. (A) The Parent Total Revolving Credit Commitment shall terminate on the Final Maturity Date. The Borrowers may, without premium or penalty, reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of (I) the aggregate unpaid principal amount of all Revolving Loans then outstanding, (II) the aggregate principal amount of all Revolving Loans not yet made as to which a Notice of Borrowing has been given by the Administrative Borrower under Section 2.02, (III) the Letter of Credit Obligations at such time, and (IV) the stated amount of all Letter of Credit Accommodations not yet issued as to which a request has been made and not withdrawn. (B) The Total Term Loan A Commitment shall terminate on the Final Facility Effective Date. (C) The Total Term Loan B Commitment shall terminate on the Final Facility Effective Date, provided, that, if any Obligations remain outstanding on and after the Final Facility Effective Date, a portion of the Total Term Loan B Commitment equal to the difference between (x) $15,000,000 and (y) the aggregate principal amount of the Carve-Out Term Loan B that have been made whether or not all or any portion of such Carve-Out Term Loan B remains outstanding, shall not terminate on the rightFinal Facility Effective Date but shall, upon at least three notwithstanding anything in this Agreement to the contrary, terminate on the earlier of (I) the date that all of the Obligations are Paid in Full and (II) December 19, 2006. (ii) Each such voluntary reduction of the Total Revolving Credit Commitment pursuant to Section 2.05(a)(i)(A) shall be in an amount which is an integral multiple of $10,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $10,000,000), shall be made by providing not less than five (5) Business Days’ irrevocable ' prior written notice to the Administrative Agent (or and the Collateral Agent and shall be irrevocable. Once reduced, the Total Revolving Credit Commitment may not be increased. Each such later time as may be reasonable acceptable to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion reduction of the Total Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Credit Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the applicable Revolving Outstanding Amount Credit Commitment of each Lender holding such that after giving effect commitment proportionately in accordance with its Pro Rata Share thereof. (iii) In addition, if the Loan Parties prepay the Revolving Loans pursuant to such reduction such excess has been eliminated. Such reductions a mandatory prepayment described in Section 2.05(c)(vii), the Total Revolving Credit Commitment shall be made permanently reduced in an amount corresponding to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occurLoans being prepaid. If after giving effect to any Each reduction of the Total Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may beCommitment, shall be automatically reduced by reduce the amount applicable Revolving Credit Commitment of each Lender holding such excesscommitment proportionately in accordance with its Pro Rata Share thereof.

Reduction of Commitments. (a) The Parent shall have the rightCompany may, upon at least three not less than five (5) Business Days’ irrevocable ' prior written notice to the Administrative Agent (or such later time as may be reasonable acceptable to permanently reduce the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial reduction shall be in the Commitments by an aggregate minimum amount of $10,000,000 and in integral multiples 5,000,000 or any multiple of $1,000,000 in excess thereof. Any reduction or termination ; unless, after giving effect thereto and to any prepayments of Loans made on the effective date thereof, the then outstanding principal amount of the Revolving Loans would exceed the amount of the combined Commitments then in effect. If any prepayment results pursuant to this Section 2.05, then the Company shall be permanent, with no obligation of the Revolving Lenders subject to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect any funding loss pursuant to such reduction such excess has been eliminated. Such reductions Section 3.04. (b) The Commitments shall be made to the extent necessary automatically and permanently reduced by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account (i) an amount of cash equal to 100% of the remaining excess net cash proceeds of any Indebtedness incurred by the Company or its Subsidiaries other than Indebtedness permitted by Section 7.05(a) through (h), such reduction to be held effective upon the receipt thereof by the Administrative Agent as collateral Company or its Subsidiaries; and applied (ii) an amount equal to satisfy drawings under Letters 75% of Credit as they occurthe net cash proceeds received by the Company or its Subsidiaries from any equity issuance (other than any equity issuance pursuant to the Stock Acquisition, including any related "green shoe" issuance), such reduction to be effective in either case upon the receipt of such net cash proceeds by the Company or its Subsidiaries. If after giving effect Upon any such reduction, the Company will prepay the Loans to the extent the outstanding Loans would otherwise exceed the reduced amount of the combined Commitments. Any such prepayment shall be subject to Section 3.04. To the extent that any reduction of the Revolving Commitments under pursuant to this SectionSection would necessitate a prepayment of the Loans prior to the last day of the relevant Interest Period, either then such net cash proceeds in an amount sufficient to make any prepayment which would have been immediately required but for this sentence shall be deposited into a blocked collateral account which is established pursuant to documentation reasonably satisfactory to the Aggregate Letter Agent and is subject to the exclusive control of Credit Sublimit or the Swingline Sublimit exceeds Agent and, upon the aggregate Revolving occurrence of such reduction of the Commitments as so reducedamounts in such account shall be applied to any required prepayments of the Loans with any remaining balance being returned to the Company. (c) Once reduced in accordance with this Section 2.05, the Aggregate Letter Commitments may not be increased. Any reduction of Credit Sublimitthe Commitments shall be applied to each Bank according to its Pro Rata Share. All accrued facility fees to, but not including the Swingline Sublimit or both, as the case may beeffective date of any reduction of Commitments, shall be automatically reduced by paid on the amount effective date of such excessreduction. (d) The Commitments shall also be automatically and permanently reduced to zero upon the occurrence of a Change in Control unless the Required Banks have otherwise waived in writing such reduction.

Reduction of Commitments. The Parent (a) Unless previously terminated, the aggregate Term Commitments shall have be automatically, permanently and irrevocably reduced to zero at 5:00 p.m., New York City time, on the rightClosing Date, upon at least three Business Days’ irrevocable notice such that no additional Term Loan or other extension of credit in respect thereof will be made after the Closing Date; provided that if the Closing Date has not occurred prior to the Administrative Agent Commitment Termination Date, all Commitments shall terminate on the Commitment Termination Date. (or such later time as may be reasonable acceptable b) The Borrower (and, prior to the Administrative Agent)Combination, Mylan, acting together) may at any time terminate, or from time to terminate in whole or reduce ratably in part time reduce, the unused portion of the Revolving Term Commitments; provided that each partial reduction of the Term Commitments shall be in the aggregate an amount of $10,000,000 and in that is an integral multiples multiple of $1,000,000 and not less than $1,000,000, (or, if less, the remaining amount of the Term Commitments). (c) The Borrower shall notify the Administrative Agent in excess writing (including transmission by electronic communication in accordance with Section 9.01(b)) of any election to terminate or reduce the Term Commitments under paragraph (b) of this Section not later than 12:00 p.m. three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Any reduction or termination Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the Revolving Commitments contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be permanent, with no obligation irrevocable; provided that a notice of termination of the Revolving Lenders Term Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such notice may be revoked by the Borrower (by notice to reinstate the Administrative Agent on or prior to the specified effective date) if such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis condition is not satisfied. Any termination or reduction of the Revolving Commitments, as so reducedTerm Commitments shall be permanent. To Each reduction of the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions Term Commitments shall be made to ratably among the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing Lenders in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessaccordance with their respective Term Commitments.

Reduction of Commitments. (i) The Parent Borrower shall have the right, upon at least three not less than two Business Days’ irrevocable notice to the Administrative Agent, to terminate the L/C Commitments or the Swingline Commitments or, from time to time, to reduce the amount of the L/C Commitments or the Swingline Commitments. (ii) The Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Tranche A Revolving Commitments or, from time to time, to reduce the amount of the Tranche A Revolving Commitments; provided that (except as otherwise expressly provided herein) no such termination or reduction of Tranche A Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Tranche A Revolving Loans made on the effective date thereof, the total Tranche A Revolving Extensions of Credit would exceed the total Tranche A Revolving Commitments. (iii) The Amendment No. 8 SISO Term Commitments existing on the Amendment No. 8 Effective Date shall automatically terminate upon the making of the Amendment No. 8 SISO Term Loans on the Amendment No. 8 Effective Date. (iv) Except with respect to terminations or reductions of Tranche A Revolving Commitments which shall be subject to clause (ii) above, the Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments of any Tranche or, from time to time, to reduce the amount of the Revolving Commitments of any Tranche; provided, that no such termination or reduction of Revolving Commitments of any Tranche shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the total Revolving Extensions of Credit of such Tranche would exceed the total Revolving Commitments of such Tranche. Any such partial reduction shall be in an amount equal to $500,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments of the applicable Tranche then in effect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination or reduction under this Section 2.10 if the notice of such termination or reduction stated that such notice was conditioned upon the occurrence or non-occurrence of a transaction or the receipt of a replacement of all, or a portion, of the Revolving Commitments outstanding at such time, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent (on or such later time as may be reasonable acceptable prior to the Administrative Agent), to terminate in whole or reduce ratably in part the unused portion of the Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate specified date) if such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excesscondition is not satisfied.

Reduction of Commitments. The Parent Tranche A Revolving Credit Commitments and the Tranche B Revolving Credit Commitments shall have terminate on the rightMaturity Date applicable thereto or earlier termination thereof pursuant to the terms of this Agreement. The Borrower may reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments (on a pro rata basis together with any Extended Classes arising from such Tranche as the Originating Class) to an amount (which may be zero) not less than the sum of (A) the Tranche A Revolving Credit Exposure or the Tranche B Revolving Credit Exposure, upon at least three as applicable, as of such date, plus (B) the principal amount of all Tranche A Loans or Tranche B Loans, as applicable, not yet made as to which a request has been given by the Borrower under Section 2.2(a). Each such reduction shall be in an amount which is not less than $500,000 (unless the relevant Revolving Credit Commitments of a particular Class are being reduced to zero and the amount of the relevant Revolving Credit Commitments in effect immediately prior to such reduction are less than $500,000), shall be made by providing not less than ten Business Days’ irrevocable Days prior written notice to the Administrative Agent (Agent, and shall be irrevocable. The Revolving Credit Commitments, once reduced, may not be increased. Each such reduction of the Tranche A Revolving Credit Commitments or such later time the Tranche B Revolving Credit Commitments shall reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments of each Tranche A Lender or Tranche B Lender, as may be reasonable acceptable applicable, proportionately in accordance with its ratable share thereof. In connection with any reduction in the Revolving Credit Commitments prior to the Latest Maturity Date, if the Borrower owns any Margin Stock, the Borrower shall deliver to the Administrative AgentAgent an updated Form U-1 (with sufficient additional originals thereof for each Lender), to terminate in whole or reduce ratably in part duly executed and delivered by the unused portion of the Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section shall be permanentBorrower, together with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, other US-DOCS\148017393.28 documentation as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral shall reasonably request, in order to enable the Agents and applied the Lenders to satisfy drawings under Letters of Credit as they occur. If after giving effect to comply with any reduction of the Revolving Commitments requirements under this SectionRegulations T, either U or X of the Aggregate Letter Board of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessGovernors.

Reduction of Commitments. (i) Revolving Credit Commitments. The Parent Total Revolving Credit Commitment shall have terminate on the rightFinal Maturity Date. On or after the first anniversary of the Effective Date, upon the Borrower may, without premium or penalty, reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving Loans then outstanding, (B) the aggregate principal amount of all Revolving Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02, (C) the Letter of Credit Obligations at least three such time and (D) the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn. Each such reduction shall be in an amount which is an integral multiple of $1,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $1,000,000), shall be made by providing not less than 3 Business Days’ irrevocable Days prior written notice to the Administrative Agent (or and shall be irrevocable; provided that, a notice of termination of the Commitments delivered by the Borrower may state that such later time as notice is conditioned upon the consummation of financing that will refinance the Indebtedness under this Agreement, in which case such notice may be reasonable acceptable revoked by the Borrower if such condition is not satisfied (by notice to the Administrative AgentAgent on or prior to the specified effective date), and if such notice is revoked then, anything to the contrary contained herein notwithstanding, the failure to terminate the Commitments on the date specified in whole or reduce ratably in part such notice shall not constitute an Event of Default. Once reduced, the unused portion Total Revolving Credit Commitment may not be increased. Each such reduction of the Total Revolving Commitments; provided that each partial reduction shall be in the aggregate amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. Any reduction or termination of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such Revolving Commitments, and the Credit Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrowers shall reduce the Revolving Outstanding Amount such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying the Revolving Advances outstanding at such time, and second depositing Credit Commitment of each Lender proportionately in the Cash Collateral Account an amount of cash equal to 100% of the remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit as they occur. If after giving effect to any reduction of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may be, shall be automatically reduced by the amount of such excessaccordance with its Pro Rata Share thereof.