Common use of Reduction or Termination of Commitments Clause in Contracts

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15).

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Aggregate Revolver Commitments or, from time or (prior to time, funding the Term Loan) permanently reduce the Aggregate Term Loan Commitments or permanently reduce the Aggregate Revolver Commitments to an amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds less than the sum of the total Commitments as then reduced. Any termination Outstanding Amount of the Commitments then existing (i) Revolver Principal Debt and (ii) L/C Obligations; provided that (i) any such notice shall be accompanied received by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any not later than 11:00 a.m., three Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or a any whole multiple thereof and of $1,000,000 in excess thereof. The Administrative Agent shall reduce permanently promptly notify the total amount affected Lenders of any such notice of reduction or termination. Once reduced in accordance with this Section, the Aggregate Revolver Commitments or Aggregate Term Loan Commitments, together with a corresponding reduction in as the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reducedcase may be, may not be reinstatedincreased. Each Any reduction of the Aggregate Revolver Commitments shall be made ratably among applied to the Lenders in accordance with their Revolver Commitment of each Revolver Lender according to its Pro Rata Share, and any reduction of the Aggregate Term Loan Commitments (except for in connection with shall be applied to the Term Loan Commitment of each Term Lender according to its Pro Rata Share. All commitment fees on the portion of the Aggregate Revolver Commitments so terminated which have accrued to the effective date of any termination of this Agreement as to any Lender pursuant to Section 10.15)the Aggregate Revolver Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, 2.08 the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.1510.13).

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have may at any time or from time to time reduce or terminate the right, upon Commitment of each Bank by giving not less than two ten (10) full Business Days’ ' prior written notice to such effect to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, provided that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an the amount of $5,000,000 1,000,000.00 or an integral multiple thereof. Concurrently with each such reduction or termination, all amounts in excess of the reduced Commitments shall be automatically due and payable and it is a whole multiple thereof condition to the effectiveness of such reduction that the Borrower shall immediately prepay the entire amount of such excess together with all accrued interest thereon and such other amounts that may be required to be paid in consequence of such prepayment under Section 2.3(d). Promptly after the Agent's receipt of such notice of reduction, the Agent shall notify each Bank of the proposed reduction and such reduction shall be effective on the date specified in the Borrower's notice with respect to such reduction and shall reduce permanently the total amount Commitment of each Bank proportionately in accordance with its Pro Rata Percentage (and such reduction shall also ratably reduce the Commitments related to Facility Letters of Credit). After each such reduction, the commitment fee shall be calculated upon the Commitments as so reduced. The Commitment of each Bank shall automatically terminate on the Maturity Date or in the event of acceleration of the Commitments, together with a corresponding reduction in maturity date of the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstatedNotes. Each reduction of the Commitments Commitment hereunder shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)irrevocable.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, or from time to time, time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by Agent not later than 10:00 a.m., five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Commitments; provided$5,000,000 or any whole multiple of $1,000,000 in excess thereof, however, that the (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if, after giving effect to any concurrent repayment reduction of the Loans Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Agent will promptly notify Lenders of any such notice of termination or reduction of the Aggregate Commitments. Once reduced in accordance with Section 2.07 and Section 2.08this Section, the total Aggregate Commitments may not be increased. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Exposure of the Lenders would exceed the sum of total CommitmentsSublimit unless otherwise specified by Borrower. Any reduction of the Aggregate Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Commitment of each Lender according to its Pro Rata Share. All commitment fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, right at any time and from time to time upon not less than two five (5) Business Days’ prior written notice to the Administrative AgentAgent to reduce by $500,000 or an integral multiple thereof or terminate entirely the unborrowed portion of the then Total Revolving Credit Commitment, to terminate whereupon the Revolving Credit Commitments of the Revolving Credit Banks shall be reduced pro rata in accordance with their respective Commitment Percentages by the amount specified in such notice or, from time to timeas the case may be, reduce the amount of the Commitments; terminated, provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment reduction of the Loans in accordance with Section 2.07 and Section 2.08Total Revolving Credit Commitment, the total Bid Rate Maximum Amount or the Letter of Credit Exposure Sublimit exceeds the amount of the Lenders would exceed Total Revolving Credit Commitment, then the sum Bid Rate Maximum Amount or the Letter of total Commitments. Any reduction Credit Sublimit, as applicable, shall be accompanied automatically reduced by prepayment the amount of such excess. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Loans to Banks the extent, if any, that the total Credit Exposure full amount of the Lenders Facility Fee then outstanding exceeds accrued and unpaid on the sum amount of the total Commitments as then reducedreduction. Any No reduction or termination of the Commitments shall may be accompanied by prepayment reinstated. In the event the Total Revolving Credit Commitments of the Banks have been reduced to zero ($0), no Letters of Credit are then issued and outstanding hereunder, and the Revolving Credit Loans and all other Obligations outstanding or due hereunder have been paid or repaid in full of in cash, this Agreement, the Loans then outstanding revolving credit facility shall automatically terminate (except as to those provisions hereof which expressly survive such termination), unless otherwise agreed to in writing by the Agent and the payment of any unpaid fees then accrued hereunderBorrower. Upon receipt of such notice, the Administrative The Agent shall promptly notify provide each Lender thereof. Any partial reduction shall be in an amount applicable Bank with copies of $5,000,000 or a whole multiple thereof and shall reduce permanently any notices received by the total amount of Agent from the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of Borrower under this Agreement as to any Lender pursuant to Section 10.15)§2.7.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, permanently reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, 2.08 the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.1510.13).

Reduction or Termination of Commitments. Unless previously terminatedUpon notice to Agent, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two Business Days’ written notice to the Administrative Agent, to may terminate the Commitments orAggregate Commitments, or from time to time, time permanently reduce the Aggregate Commitments and the Borrower shall permanently reduce the Aggregate Commitments in an amount equal to 100% of the net cash proceeds from the issuance of equity by the Borrower or any of its Subsidiaries (excluding proceeds from the exercise of stock options by employees, directors and consultants of the Borrower or any Subsidiary); provided that (i) any such notice shall be received by Agent not later than 11:00 a.m., five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Commitments; provided$5,000,000 or any whole multiple of $1,000,000 in excess thereof, however, that the (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if, after giving effect to any concurrent repayment reduction of the Loans Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Agent will promptly notify Lenders of any such notice of termination or reduction of the Aggregate Commitments. Once reduced in accordance with Section 2.07 and Section 2.08this Section, the total Credit Exposure of the Lenders would exceed the sum of total CommitmentsAggregate Commitments may not be increased. Any reduction of the Aggregate Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Commitment of each Lender according to its Pro Rata Share. All commitment fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m. on the Closing Date and (ii) all of the Commitments shall terminate on the Revolving Commitment Termination Maturity Date. The Borrower shall have the rightCompany may, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Revolving Commitments, or from time to time, time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Agent at least three Business Days prior to the date of termination or reduction, (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, (iii) the Commitments; provided, however, that the Borrower Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any concurrent repayment reduction of the Loans Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Designated Borrower Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Agent will promptly notify Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any termination or reduction of the Aggregate Revolving Commitments in accordance with this Section 2.07 and 2.06 shall be permanent. Each notice delivered by the Company pursuant to this Section 2.082.06 shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Company 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 the Company (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, Designated Borrower Sublimit, the total Letter of Credit Exposure of Sublimit or the Lenders would exceed Swing Line Sublimit unless otherwise specified by the sum of total CommitmentsCompany. Any reduction of the Aggregate Revolving Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Revolving Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Revolving Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay at any time, upon not less than two 5 Business Days’ written prior notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent (who shall promptly notify each Lender thereof. Any ), permanently terminate, or from time to time permanently ratably reduce, the Total Commitments; provided that each partial reduction of the Total Commitments shall be in an amount that is $1,000,000 or any whole multiple of $5,000,000 or 500,000 in excess thereof. Each partial reduction of the Total Commitments shall be applied ratably to the Commitment of each Lender. In the case of a whole multiple thereof and shall reduce permanently reduction of the total Total Commitments, the Borrower shall, on the effective date of such reduction, prepay in accordance with Section 2.05 so much of the aggregate outstanding principal amount of the Loans as exceeds the amount of the Total Commitments as so reduced together with all interest accrued thereon. In the case of the termination of the Total Commitments, together with a corresponding reduction in Borrower shall, on the aggregate effective date of any such termination, prepay the principal amount of all outstanding Loans, all accrued and unpaid interest thereon and all fees, expenses and any other amounts due hereunder or under any other Credit Document. Once such termination or reduction has occurred, the Total Commitments and each Lender’s applicable Commitment. The Commitments, once terminated or reducedthe amount of such reduction, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15).

Reduction or Termination of Commitments. Unless previously terminated, the Total Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Total Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Total Revolving Extensions of Credit Exposure of the Lenders would exceed the sum of total Total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Total Revolving Extensions of Credit Exposure of the Lenders then outstanding exceeds the sum of the total Total Commitments as then reduced. Any termination of the Total Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Total Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Total Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Total Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)each Lender’s Applicable Percentage.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, or from time to time, time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Commitments; providedUS$10,000,000 or any whole multiple of US$1,000,000 in excess thereof, however, that (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any concurrent repayment reduction of the Loans in accordance with Section 2.07 and Section 2.08Aggregate Commitments, the total Credit Exposure Alternative Currency Sublimit, the Canadian Subfacility Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders would exceed of any such notice of termination or reduction of the sum Aggregate Commitments. Except as provided above, the amount of total Commitmentsany such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Canadian Subfacility Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Commitment of each Lender according to its Applicable Percentage. All fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. (a) The Borrower shall have the rightBorrowers may, upon not less than two five Business Days’ written ' prior notice to the Administrative Agent, to terminate the Commitments orin any Facility, from time or permanently reduce the Commitments in any Facility by an aggregate amount equal to timethe Dollar Equivalent of U.S. $1,000,000 or a higher integral multiple of U.S. $1,000,000; unless, reduce in the case of the Revolving Facility, after giving effect thereto and to any prepayments of the Revolving Facility Loans made on the effective date of such reduction, the then outstanding principal Dollar Equivalent amount of all Revolving Facility Loans, plus (without duplication) the Effective Amount of all L/C Obligations together would exceed the amount of the Commitments; provided, however, that combined Revolving Facility Commitments of all Revolving Facility Lenders then in effect. (b) The Commitments relating to each Term Loan Facility shall automatically and permanently expire concurrently with the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment making of the Term Loans thereunder on the Closing Date. (c) Once reduced in accordance with Section 2.07 and Section 2.08this Section, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstatedincreased. Each Any reduction of the Commitments in any Facility shall be made ratably among applied to each Lender's Commitment in such Facility according to its Pro Rata Share. All accrued commitment fees in respect of any Facility to, but not including, the Lenders in accordance with their Commitments (except for in connection with the effective date of any reduction or termination of this Agreement as to any Lender pursuant to Section 10.15)Commitments in such Facility shall be paid on the effective date of such reduction or termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written Days notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, 2.08 the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.1510.13).

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. (i) The Borrower shall have the right, upon not less than two at least three Business Days’ prior written notice to the Administrative Agent, at any time to terminate the Commitments or, or from time to time, time to permanently reduce the Commitments, provided that (A) the Total Commitment Amount shall not be reduced below an amount equal to the sum of the aggregate principal balance of the Loans plus the Letter of Credit Exposure plus the aggregate principal amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, all Swing Loans (in each case after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by contemporaneous prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders Loans) then outstanding exceeds the sum of the total Commitments as then reduced. Any termination thereunder, and (B) any such reduction of the Commitments shall be accompanied by prepayment in full the minimum amount of $5,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. In the Loans then outstanding and event that the payment of any unpaid fees then accrued hereunderTotal Commitment Amount is reduced below the Swing Loan Commitment, the Swing Loan Commitment shall be reduced to an amount equal to the Total Commitment Amount, as reduced. Upon receipt of each such noticenotice of termination or permanent reduction of Commitments from the Borrower, the Administrative Agent shall promptly notify each Lender of the contents thereof. (ii) In addition to the foregoing, the Borrower shall from time to time to permanently reduce the Commitments to the extent required by and otherwise in accordance with the terms of Sections 2.7(b) and 8.15(c) hereof. Any partial reduction In the event that the Total Commitment Amount is reduced below the Swing Loan Commitment, the Swing Loan Commitment shall be in reduced to an amount equal to the Total Commitment Amount, as reduced. (iii) Reductions of $5,000,000 the Commitments shall be applied pro rata according to the Commitments of each Lender, as the case may be. Simultaneously with each reduction or a whole multiple thereof and termination of the Commitments under this Section, the Borrower shall reduce permanently prepay the total Loans outstanding thereunder by the amount, if any, by which the aggregate unpaid principal balance of such Loans plus the Letter of Credit Exposure exceeds the amount of the Commitments, together as so reduced. Simultaneously with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction termination of the Commitments under this Section, the Borrower shall be pay the Facility Fee accrued (but not yet paid) with respect to the portion of the Commitment being terminated at such time. If any prepayment is made ratably among under this Section with respect to any LIBOR Loans, in whole or in part, prior to the last day of the applicable Interest Period, the Borrower agrees to indemnify the Lenders in accordance with their Commitments (except for in connection with the Section 2.14. No reduction or termination of this Agreement as to any Lender pursuant to Section 10.15)the Commitments may be reinstated.

Reduction or Termination of Commitments. Unless previously terminated(a) Upon Requisite Notice to Administrative Agent not later than the Requisite Time therefor, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, may at any time and from time to time, without premium or penalty, (i) permanently and irrevocably reduce the Commitments in a Minimum Amount therefor to an amount not less than the Outstanding Obligations at such time or (ii) terminate the Commitments. (b) Concurrently with the receipt by Borrower or any Subsidiary of any Net Issuance Proceeds or Net Debt Proceeds, the Commitments shall be permanently and irrevocably reduced by an amount (rounded up, if necessary, to an integral multiple of $100,000) equal to the Lender Percentage of 40% of all such Net Issuance Proceeds and Net Debt Proceeds received since March 28, 2002 minus the aggregate amount previously applied to reduce the Commitments pursuant to this Section 2.06(b). (c) At the time that any prepayment of the Commitments; providedSenior Notes is (or would be) required to be made pursuant to Section 10.7 of the Senior Note Agreement dated as of December 1, however1999 or Section 5.17 of the Senior Note Agreement dated as of October 15, that the Borrower shall not terminate or reduce any Commitment if, after 1992 (in each case without giving effect to any concurrent repayment modification or amendment after the date hereof to, or waiver under, or termination of, the applicable Senior Note Agreement), the Commitments shall be permanently and irrevocably reduced by an amount equal to the Lender Percentage of the Loans in accordance with Section 2.07 and Section 2.08, total amount of net disposition proceeds from the total Credit Exposure asset sale which gave rise to such prepayment. (d) Any reduction or termination of the Lenders would exceed the sum of total Commitments. Any reduction Commitments pursuant to clause (a), (b) or (c) above shall be accompanied by prepayment payment of the Loans all accrued and unpaid commitment fees with respect to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination portion of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunderbeing reduced or terminated. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial Lenders of any request for voluntary reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount termination of the Commitments, together with a corresponding reduction in . Each Lender's Commitment shall be reduced by an amount equal to such Lender's Pro Rata Share times the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each any reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)Commitments.

Reduction or Termination of Commitments. Unless previously terminated(1) The Borrower may at any time permanently reduce in part in the aggregate principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof, or terminate in whole the Commitment of each Bank (on a pro-rata basis) and the Borrower's obligation to pay a commitment fee in respect thereof upon three (3) Business Days' prior written notice of such reduction or termination to the Agent, without penalty, provided that (a) on or before the effective date of any such partial reduction, the portion of the outstanding principal amount of the Loans of each Bank which, together with an amount equal to such Bank's Percentage multiplied by the then aggregate amount of Letter of Credit Outstandings, exceeds the Commitment of such Bank, as so reduced, shall be paid as a mandatory prepayment and (b) on or before the effective date of any such termination in whole, the entire outstanding principal amount of the Loans of each Bank shall be paid as a mandatory prepayment and all the Letters of Credit shall have been terminated in full or the Borrower shall have paid or cash collateralized in full the related Reimbursement Obligations. Voluntary partial reductions of the Commitment, made pursuant to this subdivision 1(D)(1), shall be credited to the mandatory quarterly reductions required pursuant to subdivision 1(D)(2) below, in the order of the next occurring quarterly reductions. (2) Subject to any credits for any voluntary partial reductions of the Commitment set forth in subdivision 1(D)(1) above, the aggregate Commitment of all the Banks shall, automatically and without any further action or notice to any Person, be reduced by $2,500,000 on each March 31, June 30, September 30 and December 31 until the Final Maturity Date. (3) The aggregate Commitment of all the Banks shall be reduced by the amount of any prepayment resulting from a Sale and Leaseback permitted in subparagraph 6(G). Mandatory Commitment reductions required by subdivisions 1(D)(2) and (3) shall be subject to the prepayment provisions set forth in subdivision 1(D) (1) above except that the principal amount limitations for reductions in Commitments set forth in 1(D)(1) above shall terminate on not apply. (4) Notwithstanding subparagraph 1(B) and subdivision 1(D)(1), in the Revolving Commitment Termination Date. The event that any Bank shall give any notification to the Borrower pursuant to subdivision 2(G)(5), the Borrower shall have the right, upon not less than two Business Days’ written right to terminate immediately the unused portion of the Commitment of such Bank by giving notice of such termination to such Bank and to the Administrative Agent, to terminate the Commitments or, from time to time, reduce in which event such Bank shall have no further Commitment under this Agreement except in the amount of Loans made by such Bank at the Commitments; providedtime outstanding and its Percentage of the then outstanding amount of Letter of Credit Outstandings, howeverand when all such Loans made by such Bank have been paid or prepaid and all Letters of Credit in which it has purchased a participation have been terminated in full or the Borrower has paid or cash collateralized in full the related Reimbursement Obligations, such Bank shall have no further Commitment under this Agreement. In the event that the Borrower shall not terminate or reduce terminates the Commitment of any Commitment ifBank pursuant to the provisions of this subdivision (D)(4), after giving effect to any concurrent repayment the respective Commitments of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction other Banks shall be accompanied by prepayment of the Loans to the extentunaffected in any manner whatsoever, if anyprovided that each remaining Bank's Percentage shall, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall automatically and without any further action, be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)adjusted accordingly.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.1510.13).

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 2.06 and Section 2.08, 2.07 the total Revolving Credit Exposure of the Lenders Exposures would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Revolving Credit Exposure of the Lenders Exposures then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid interest accrued thereon and fees then accrued hereunderhereunder and other amounts then due and payable hereunder to or for the accounts of Lenders, including, without limitation, such amounts required pursuant to Section 2.19). Each notice delivered by the Borrower pursuant to this Section shall be irrevocable (unless otherwise agreed to by the Administrative Agent); provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)Commitments.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightCompany may, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, from time to time, or permanently reduce the Aggregate Commitments to an amount not less than the then the Total Outstandings; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon, three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Commitments; provided, however, that the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any concurrent repayment reduction of the Loans in accordance with Section 2.07 and Section 2.08Aggregate Commitments, the total Alternative Currency Sublimit, the Letter of Credit Exposure Sublimit or the Swing Line Sublimit, exceeds the amount of the Lenders would exceed the sum of total Aggregate Commitments. Any reduction , such sublimit shall be accompanied automatically reduced by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt amount of such notice, the excess. The Administrative Agent shall promptly notify each Lender thereofthe Lenders of any such notice of reduction or termination of the Aggregate Commitments. Any partial The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Once reduced in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently accordance with this Section, the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, Aggregate Commitments may not be reinstatedincreased. Each Any reduction of the Aggregate Commitments shall be made ratably among applied to the Lenders in accordance with their Commitments (except for in connection with Commitment of each Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any termination of this Agreement as to any Lender pursuant to Section 10.15)the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, or from time to time, and in addition to the Aggregate Commitments Decrease contemplated in Section 2.1, permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by Agent not later than 11:00 a.m., five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Commitments; provided$5,000,000 or any whole multiple of $1,000,000 in excess thereof, however, that the (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if, after giving effect to any concurrent repayment reduction of the Loans Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Agent will promptly notify Lenders of any such notice of termination or reduction of the Aggregate Commitments. Once reduced in accordance with Section 2.07 and Section 2.08this Section, the total Credit Exposure of the Lenders would exceed the sum of total CommitmentsAggregate Commitments may not be increased. Any reduction of the Aggregate Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Commitment of each Lender according to its Pro Rata Share. All Commitment fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. (a) The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, from time to time, or permanently reduce the Aggregate Commitments to an amount not less than the then Outstanding Amount of the Commitmentsall Loans and L/C Obligations; provided, however, provided that the Borrower shall not terminate or reduce (i) any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction such notice shall be accompanied received by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any not later than 9:30 a.m. two Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or a any whole multiple thereof and of $1,000,000 in excess thereof; (b) There shall reduce permanently the total amount be a mandatory reduction of the CommitmentsAggregate Commitments by the following amounts: (i) not later than nine months following a Disposition permitted under Section 7.05(f), together with a corresponding reduction by 100% of the net cash proceeds (net of all sale expenses and taxes actually paid) realized therefrom and not reinvested in property or assets in the aggregate amount Post-Secondary Education Business or other businesses permitted under Section 7.07 hereof of each Lender’s applicable Commitmentthe Borrower and its Subsidiaries; and (ii) not later than three Business Days following an Approved Debt Issuance, by 100% of the net cash proceeds received by the Borrower and any Subsidiary from the issuance thereof to the extent such proceeds exceed any available basket in Section 7.03. (c) The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or termination of the Aggregate Commitments. The CommitmentsOnce reduced in accordance with this Section, once terminated or reduced, the Aggregate Commitments may not be reinstatedincreased. Each Any reduction of the Aggregate Commitments shall be made ratably among applied to the Lenders in accordance with their Commitments (except for in connection with Commitment of each Lender according to its Pro Rata Share. All fees accrued until the effective date of any termination of this Agreement as to any Lender pursuant to Section 10.15)the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightCompany may, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, from time to time, or permanently reduce the Aggregate Commitments to an amount not less than the then Outstanding Amount of all Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m., (Chicago time) three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $5,000,000 in excess thereof, (iii) the Commitments; provided, however, that the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any concurrent repayment reduction of the Loans in accordance with Section 2.07 and Section 2.08Aggregate Commitments, the total Letter of Credit Exposure Sublimit or the Swing Line Sublimit or the Foreign Swing Line Sublimit exceeds the amount of the Lenders would exceed the sum of total Aggregate Commitments. Any reduction , such Sublimit shall be accompanied automatically reduced by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt amount of such notice, the excess. The Administrative Agent shall promptly notify each Lender thereofthe Lenders of any such notice of reduction or termination of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Aggregate Commitments shall be made ratably among applied to the Lenders in accordance with their Commitments (except for in connection with Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of this Agreement as to any Lender pursuant to Section 10.15)the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower Anadarko shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower Anadarko shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, 2.08 the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.159.13).

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date; provided that, if the Maturity Date applicable to any Declining Lender under Section 2.24 is earlier than the Revolving Commitment Termination Date, the Commitment of such Declining Lender shall terminate on such Declining Lender’s respective Maturity Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, permanently reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the sum of the total Credit Exposure Exposures of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the sum of the total Credit Exposure Exposures of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of any such noticenotice of termination or reduction of the Commitments, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)Commitments.