Common use of Reduction of Revolver Commitments Clause in Contracts

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity Date. U.S. Administrative Borrower may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount), without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower pursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than $5,000,000 (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 5 Business Days prior written notice to Agent and shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transaction, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower if such refinancing or other transaction fails to close. Once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share thereof.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a) and not subsequently revoked), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given (and not revoked) by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower pursuant to Section 2.11(a). Each such reduction shall be in an a minimum amount which is not less than of $5,000,000 (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 5 Business Days prior written notice to Agent (or such shorter period as may be acceptable to Agent in its sole discretion), and shall be irrevocable irrevocable, unless such notice specifies that it is conditional on the consummation of a refinancing or other transaction, in which case such notice shall be contingent on the consummation thereof, of such refinancing or transaction and may be revoked by either Administrative Borrower if such refinancing or other transaction fails to close. Once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increasedincreased (except in accordance with Section 2.14). Each such reduction of the Maximum Revolver Amount Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower Borrowers may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower 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 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 5 ten (10) Business Days prior written notice to Agent and Agent, shall be irrevocable unless irrevocable; provided that, to the extent that the Borrowers notify the Agent in writing that the Borrowers are terminating the Revolver Commitments, such notice specifies may state that it is conditional on conditioned upon the consummation effectiveness of a refinancing or other transactioncredit facilities, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower the Borrowers (by written notice to the Agent on or prior to the specified effective date) if such refinancing or other transaction fails to closecondition is not satisfied. Once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the UK Revolver Commitments and US Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements of Regulations T, U or X of the Federal Reserve Board.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower Borrowers may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a)) which has not been permitted by Agent to be revoked by the Borrowers, plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower Borrowers pursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than $5,000,000 10,000,000 (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 $5,000,00010,000,000), shall be made by providing not less than 5 ten Business Days prior written notice to Agent Agent, and shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transactionirrevocable. The Revolver Commitments, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower if such refinancing or other transaction fails to close. Once once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower Borrowers may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower 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 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 5 ten Business Days prior written notice to Agent Agent, and shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transactionirrevocable. The Revolver Commitments, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower if such refinancing or other transaction fails to close. Once once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity Date. U.S. Administrative Borrower may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower pursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than $5,000,000 (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 5 Business Days prior written notice to Agent Agent, and shall be irrevocable unless irrevocable; provided that a notice of termination of Revolver Commitments delivered by Borrower in connection with the payment in full of the Obligations may state that such notice specifies it is conditional on conditioned upon the consummation effectiveness of a refinancing another credit facility or other the closing of another transaction, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower (by notice to Agent on or prior to the specified prepayment date) if such refinancing or other transaction fails to closecondition is not satisfied. Once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower Borrowers may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount), without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower Borrowers pursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than $5,000,000 2,000,000 (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 $5,000,0002,000,000), shall be made by providing not less than 5 ten Business Days prior written notice to Agent Agent, and shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transactionirrevocable. The Revolver Commitments, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower if such refinancing or other transaction fails to close. Once once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower Borrowers may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower 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 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 5 ten (10) Business Days prior written notice to Agent and Agent, shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transaction, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower if such refinancing or other transaction fails to closeirrevocable. Once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the UK Revolver Commitments and US Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements of Regulations T, U or X of the Federal Reserve Board.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Latest Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower pursuant to Section 2.11(a2.12(a). Each such reduction shall be in an amount which is not less than $5,000,000 (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 5 ten Business Days prior written notice to Agent Agent, and shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transactionirrevocable. The Revolver Commitments, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower if such refinancing or other transaction fails to close. Once once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Latest Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrower shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrower, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Board of Governors.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity Date. U.S. Administrative Borrower Borrowers may reduce (i) the U.S. Maximum Revolver Amount (with a corresponding reduction in the US Revolver Commitments and the Maximum Revolver Amount), without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. US Revolver Usage as of such date, plus (B) the Dollar Equivalent of the UK Revolver Usage as of such date, plus (C) the Dollar Equivalent of the principal amount of all U.S. Advances any US Revolving Loans or UK Revolving Loans (as applicable) not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a), plus (CD) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce Borrowers or (ii) the Foreign Maximum UK Revolver Amount, without premium or penalty, Commitments to an amount (which may be zero) that is not less than the sum of (A) the Foreign Dollar Equivalent of the UK Revolver Usage as of such date, plus (B) the Dollar Equivalent of the principal amount of all Foreign Advances any UK Revolving Loans not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a), plus (C) the Dollar Equivalent of the amount of all Foreign UK Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower pursuant to Section 2.11(a)Borrowers. Each such reduction shall be in an amount which is not less than $5,000,000 (unless the applicable Revolver Commitments are being reduced to zero and the amount of the Revolver applicable Commitments in effect immediately prior to such reduction are less than $5,000,000), shall be made by providing not less than 5 five Business Days prior written notice to Agent Agent, and shall be, except as provided in Section 3.5, irrevocable; provided that no such reduction shall cause the Maximum Revolver Commitments to be irrevocable reduced to an amount that is less than $25,000,000 (unless such notice specifies it is conditional on the consummation of a refinancing or other transaction, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower if such refinancing or other transaction fails applicable Revolver Commitments are being reduced to closezero). Once reduced, the Maximum Revolver Amount and the Revolver applicable Commitments may not be increased. Each such reduction of the Maximum Revolver Amount applicable Commitments shall reduce (x) the Revolver applicable Commitments of each Lender proportionately in accordance with its Pro Rata Share thereofratable share thereof and (y) the Maximum Revolver Amount and the Maximum UK Revolver Amount dollar for dollar.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower Borrowers may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount), without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower Borrowers pursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than $5,000,000 2,000,000 (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 $5,000,0002,000,000), shall be made by providing not less than 5 -134- LEGAL_US_W # 114834644.8114834644.17 ten Business Days prior written notice to Agent Agent, and shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transactionirrevocable. The Revolver Commitments, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower if such refinancing or other transaction fails to close. Once once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board of Governors.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower Borrowers may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower 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 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 5 ten Business Days prior written notice to Agent Agent, and shall be irrevocable unless irrevocable; provided that (x) Borrowers may condition any such notice specifies it is conditional of Revolver Commitment reduction or termination on the consummation happening or occurrence of a refinancing an event, and may rescind any such notice of Revolver Commitment reduction or other transaction, termination if such event does not happen or occur on or before the date of the proposed Revolver Commitment reduction or termination (in which case such case, a new notice shall be contingent on the consummation thereofrequired to be sent in connection with any subsequent Revolver Commitment reduction or termination), and (y) Borrowers may extend the date of Revolver Commitment reduction or termination at any time with the consent of Agent (which consent shall not be revoked by either Administrative Borrower if such refinancing unreasonably withheld or other transaction fails to closedelayed). Once The Revolver Commitments, once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower Borrowers may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower 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 Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $5,000,00015,000,000), shall be made by providing not less than 5 seven Business Days prior written notice to Agent Agent, and shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transactionirrevocable. The Revolver Commitments, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower if such refinancing or other transaction fails to close. Once once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower Borrowers may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower 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 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 5 ten (10) Business Days prior written notice to Agent and Agent, shall be irrevocable unless irrevocable; provided that, to the extent that the Borrowers notify the Agent in writing that the Borrowers are terminating the Revolver Commitments, such notice specifies may state that it is conditional on conditioned upon the consummation effectiveness of a refinancing or other transactioncredit facilities, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower the Borrowers (by written notice to the Agent on or prior to the specified effective date) if such refinancing or other transaction fails to closecondition is not satisfied. Once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the UK Revolver Commitments and US Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements ofunder Regulations T, U or X of the Federal Reserve Board of Governors.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower Borrowers may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower 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 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 5 ten Business Days prior written notice to Agent Agent, and shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transactionirrevocable. The Revolver Commitments, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower if such refinancing or other transaction fails to close. Once once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of Board of Governors.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower Borrowers may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a)) which has not been permitted by Agent to be revoked by the Borrowers, plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower Borrowers pursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than $5,000,000 10,000,000 (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 $5,000,00010,000,000), shall be made by providing not less than 5 ten Business Days 84 prior written notice to Agent Agent, and shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transactionirrevocable. The Revolver Commitments, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower if such refinancing or other transaction fails to close. Once once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower Borrowers may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower 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 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 5 ten Business Days prior written notice to Agent Agent, and shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transactionirrevocable. The Revolver Commitments, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower if such refinancing or other transaction fails to close. Once once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the <Federal Reserve >Board of Governors.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower may Borrowers may, with the consent of Agent, reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower 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 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 5 three Business Days prior written notice to Agent Agent, and shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transactionirrevocable. The Revolver Commitments, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower if such refinancing or other transaction fails to close. Once once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity Date. U.S. Administrative Borrower Borrowers may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower 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 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 5 3 Business Days prior written notice to Agent and shall be irrevocable unless irrevocable, provided, however, that, if any such notice specifies it relating to a proposed reduction in the Revolver Commitments to zero in connection with a payment in full of the Obligations indicates that such reduction is conditional conditioned on the consummation of a refinancing or other transactionthe consummation of a Specified Transaction, such notice may be revoked if such financing or Specified Transaction is not consummated on or before the date of the proposed reduction (in which case such case, a new notice shall be contingent on the consummation thereof, and may required to be revoked by either Administrative Borrower if such refinancing or other transaction fails sent in connection with any subsequent reduction to closezero). Once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock (other than Equity Interests of Parent owned by Parent), Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.

Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity DateDate or earlier termination thereof pursuant to the terms of this Agreement. U.S. Administrative Borrower Borrowers may reduce the U.S. Maximum Revolver Amount (with a corresponding reduction in the Revolver Commitments and the Maximum Revolver Amount)Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the U.S. Revolver Usage as of such date, plus (B) the principal amount of all U.S. Advances Revolving Loans not yet made as to which a request has been given by either Administrative Borrower Borrowers under Section 2.3(a), plus (C) the face amount of all U.S. Letters of Credit not yet issued as to which a request has been given by U.S. Administrative Borrower pursuant to Section 2.11(a). Foreign Administrative Borrower may reduce the Foreign Maximum Revolver Amount, without premium or penalty, to an amount (which may be zero) that is not less than the sum of (A) the Foreign Revolver Usage as of such date, plus (B) the principal amount of all Foreign Advances not yet made as to which a request has been given by either Administrative Borrower under Section 2.3(a), plus (C) the amount of all Foreign Letters of Credit not yet issued as to which a request has been given by Foreign Administrative Borrower 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 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 5 three Business Days prior written notice to Agent Agent, and shall be irrevocable unless such notice specifies it is conditional on the consummation of a refinancing or other transactionirrevocable. The Revolver Commitments, in which case such notice shall be contingent on the consummation thereof, and may be revoked by either Administrative Borrower if such refinancing or other transaction fails to close. Once once reduced, the Maximum Revolver Amount and the Revolver Commitments may not be increased. Each such reduction of the Maximum Revolver Amount Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In connection with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.